Venom vs PPG 2
by OptimusPrime217
Summary: It's Venom vs. the Powerpuff Girls: Round 2. This time, it's personal! Marvel/PPG crossover.
1. Aftermath

The city of Townsville... or better yet, Townsville Prison where one of the most despicable, vile, disgusting, ugly, disgraced, humiliated……

"STOP RUBBING IT IN!"Venom yelled at the narrator to stop him from embarrassing him anymore then he all ready was. Venom continued to sit and mope in his prison cell.

Things have gone bad for Venom ever since McFarlane and David Michelinie left their duties for the Spider-Man comic. First there was the whole anti-hero/ lethal protector garbage, then Carnage came along, and then came Spider-Man 3. It wasn't bad enough that that bastard Sam Raimi made everyone think that the worst he did was make dance like a moron down Times Square but out of all people they chose Topher Grace to portray him and he only lasted in the movie for 15 minutes. In fact, the only smart thing anyone ever made recently was to separate him from that coward Brock and give him his own physical form. Those little things, however, don't measure up to the humiliation he suffered from 3 super powered little girls. They knocked him around, tossed him to different areas of their little goody two-shoes little Townsville and finally blew him up into little pieces from the inside of his symbiotic body.

After he suffered that humiliating defeat, his body was put into separate jars and it took him 6 months to put himself back together because all the other inmates kept the jars separated. After that, they put him a special cell where the bars were lasers and there were no windows he could escape from. It wasn't the fact that he was imprisoned but the fact that everyone was laughing at him. Every hero, villain, and comic book writer and artist. Now whatever fear and respect others had for him was gone, replaced by the image of him defeated by 3 little girls.

"Venom!" one of the guards in front of his cell called out his name, "It's time for your parole hearing."

"Eat shit and die, human!" Venom would regret saying this because the guard turned on the sonic emitters in his cell. Venom screamed in pain and then fell to his knees. The guards took advantage of his weakened state and handcuffed him with special handcuffs that would electrocute him if he got out of hand.

While they were taking Venom to the parole board, all the inmates were throwing their garbage at the symbiote. When they finally reached the parole board and Venom sat down, he couldn't be happier to see a pair of humans who didn't have any garbage.

"Sir please state your name," one of the board members demanded.

"Venom," he muttered.

"Well Mr. Venom, we've reviewed your case and we've decided to change your sentence from a 15 year sentence to time served and community service."

"Why because of my good behavior?" Venom questioned sarcastically causing the parole board to cover their mouth's to try and stop their cackling from being heard. "What's so funny!?"

The head of the parole board straightened himself to respond. "No Venom it's because we feel extremely sorry for you."

"WHAT!?"

"Venom, you're from New York, you've fought just about every superhero there, you actually use to be somebody but now you come to Townsville and get your ass kicked by 3 little girls!" the parole board began to laugh some more, angering Venom even more.

"Fuck you! Why is it that when some monster or the villains from this place get arrested, nobody says anything!?" Venom questioned loudly.

"Well…. It's just that our villains are less known," one of the board members explained.

"Yeah, you don't see Mojo Jojo with his own country or the Gangreen Gang fighting for Mutant Civil Rights," the other board member added and they continued laughing. Venom just growled, unable to do anything.

**A/N: What will be Venom's community service? Will he ever out live the embarrassment of getting his ass handed to him by the PowerPuff Girls? Will any of the Marvel Universe appear? Why am I asking so many questions? Just read and review to find out.**

Disclaimer: I don't own the Marvel Universe or the Powerpuff girls. I own nothing, OKAY!


	2. Community Service and Parole

Venom was being driven down the road to where he would serve the rest of his sentence in community service. To his right was his parole officer, a short, skinny, little rat of a man named Richard Burns.

"Now, I'll be visiting you in your group home to make sure you're in line and not getting into any trouble, okay," Mr. Burns explained to Venom who wasn't really paying attention in the first place.

"Go fuck yourself Burns," Venom said rather dry. Burns just ignored Venom's insult and the car came to a stop. Venom took his head out of his hands to see where he'd be serving the rest of his sentence. Once he saw where he was, his eyes bulged out.

"WHHHHHHAAAAAAAAAAAAAAAAAAAAAAAAAAAAAATTTTTTTT!" Venom screamed once he saw Pokey Oaks Kindergarten.

"You're going to perform your community service as a teacher's aide in this school," Venom's slime ball of a parole officer explained.

Venom's eye twitched while looking at the school. "But…But the little whores go to school there."

Richard Burns thought about who Venom was talking about and then realized, "Oh yes, the Powerpuff Girls. Isn't this just a coincidence?"

"YOU CAN'T MAKE ME GO IN THERE AFTER WHAT THOSE LITTLE SKANKS DID TO ME!" Venom grabbed his parole officer and brought him up to his face, "I'd rather you put me in a room filled with loudspeakers playing every Kevin Federline song! I'd rather be forced to watch every High School Musical along with the first season of the 90's Fantastic Four cartoon and the second season of the Incredible Hulk cartoon! I'd rather spend an entire hour listening to Deadpool blab on about nothing along with one of Captain America's overlong speeches! I'd rather have Topher Grace play me in a spinoff directed by Uwe Boll… actually scratch that but you get the point! I refuse to be humiliated by those 3 super powered little brats!"

Richard Burns listened to his parolee's tirade and watched him heave, "Well that's the thing about punishment."

"What's that?"

"You're not suppose to like it," Burns slipped out of Venom's grip and opened the door. He motioned for Venom to follow him and Venom followed. He made a mental note to kill this little scum of the Earth once all this was over. They finally reach the front door to meet Ms. Keane.

"Ms. Keane this is Venom, he'll be your assistance for a while," Mr. Burns introduced them to each other.

"Yes, we've met before," she glared at the symbiote.

"Well anyway, if he gets out of hand just use this," Burns handed her something that looked like a remote with a big red button in the center. She pressed the button and Venom was instantly electrocuted.

"WHAT THE FUCK!?" Venom cursed out loud.

"While you were sleeping, the guards attached a collar to your skin that sends 200,000 volts of electricity throughout your body," the weasel of a parole officer explained calmly.

Venom picked at his neck and realized Burns was right, "Well why the hell did this bitch shock me for?"

Venom was shocked once again and screamed up to the high heavens.

"That was for calling me a bitch and the first time was because you tried to eat me!" Ms. Keane yelled at Venom as if he were a misbehaving dog.

"Well I've got to get going," Burns patted Venom on the back and walked away, "I'll see you at the end of the week."

Venom growled at his parole officer and then looked down at Ms. Keane, who was considerably shorter than him, "How long do I have to do this community service crap?"

Ms. Keane answered his question by handing him a slip of paper. He read over it and his white eyes nearly bugged out of his head.

"22,000 HOURS!" Venom crumpled the paper in his hand, shot his arms into the sky and let out a loud, animalistic roar. Once he was done, Ms. Keane opened the door, walked in, and motioned for her new assistant to come in. Venom flipped her off but she then waved the control in her hand. Getting the message, he sighed, slumped his shoulders, and walked into the school.

**A/N: Venom reunites with his new enemies in the next chapter.**


	3. Reunion and Snack Time

"Okay class, take your seats." Ms. Keane cheerfully instructed her students. After they had sat down, Venom walked up next to her, his face sullen and his shoulders slumped. His facial expressions changed once he saw the Powerpuff Girls sitting in a circular seat in front of him. His face turned into a snarl and he began drooling and growling.

"Now," Ms. Keane turned to Venom, who was still growling, "This is my new teacher's assistant. He'll be helping me watch over you and he'll be someone you can play with." Her eyes turned into slits. "Whether he likes it or not," she smiles again. "Now, will you please introduce yourself?"

"Venom!" he yelled still staring, growling, and drooling like a rabid dog at Townsville's 3 resident, super powered little girls.

"Why don't you tell us about yourself?"

"I hate humanity, I enjoy slaughtering my enemies, and I eat brains!"

"Any question?" Ms. Keane asked her students, ignoring Venom's comments about himself. One boy raised his hand. "Yes Jimmy?"

"Aren't you that guy from 'Spider-Man 3'?" he asked the symbiotic monstrosity.

"Yeah." Venom replied, wondering where this question was going.

"You sucked." Jimmy remarked. This turned Venom's attention away from Blossom, Bubbles, and Buttercup.

"Why you little!" Venom shot out his hands towards Jimmy in an attempt to strangle him but Ms. Keane set off his collar, causing him to grab his neck and holler in pain.

"No fighting in the class!" Ms. Keane yelled."Now Venom, why don't you take a seat right over… there."

Ms. Keane pointed at the Powerpuff's table. Venom growled and stomped towards the table then took his seat. He then turned his head to look at the girls and even though his eyes were blank anyone could tell he had murder in his eyes. But the girls just decided to ignore it and smiled at him.

"So how have you been doing?" Bubbles cheerfully asked. That did it.

"YOU, OF ALL PEOPLE, HAVE THE GULL TO ASK ME THAT!?" Venom yelled. "Because of you little sluts I've become the laughing stock of the Marvel universe since Doctor Doom got his ass kicked by Squirrel Girl! Everyone's laughing at me now! The heroes, the writers, the artist, all the major villains, your c-list villains including that chimp with the huge brain, the drag queen, the green assholes, that slut with the snake hair EVEN THE HULK VILLAINS ARE LAUGHING AT ME! YOU KNOW YOU'VE FALLEN FROM GRACE WHEN PEOPLE LIKE THE ABOMINATION AND THE LEADER THINK YOU'RE A JOKE! I CAN'T EVEN WALK AROUND ANYMORE WITHOUT THE HULK'S SAD WALKING AWAY MUSIC! ALL BECAUSE OF YOU FUCKING LITTLE WHORES!" Venom's tirade was interrupted by his electric collar shocking him again.

"No cursing!" Ms. Keane told Venom. "Now Venom, if you're going to act this way then I'm going to have to put you in time out. To the corner."

Venom looked bewilderedly at the corner with a small stool in the center, "You can not be serious."

Venom received his answer with another shock.

"TO THE CORNER!" Venom grumbled, walked to the corner, sat down on the stool and put his head in his hands.

**1 HOUR LATER.**

The children were running around the school playing and Venom was sitting in the corner, this time facing the children. He was only there for an hour and all ready he was sick of being at this school. All these kids were learning was worthless crap like the color of an orange or 2 plus 2 equals 4. Why the children needed to learn this garbage was strange to a monster like Venom because in his backstabbing planet everyone knew all they'd ever need to.

One of the children, holding a toy truck, came up to Venom.

"Hey mister, you wanna play?" the little boy asked. Venom just smiled.

"Oh gee, let me take look at that," Venom took the truck away from the boy, pretended to look at it, and then hit the boy on the head with his toy, knocking him out immediately. Luckily for Venom, none of the children saw his action but Ms. Keane turned around once she heard a thump.

"He fell asleep," Venom pointed at the boy passed out on the floor. Ms. Keane got back to her work, believing the symbiote since the boy didn't have any visible bruises. Venom decided to continue sitting around and continue his loathing of the children and the bitch everyone calls Keane, surrounding him. Especially the 3 super powered little girls who ruined his life. The red head little girl known as Blossom was reading a book, the green wearing one who Venom considered a lesbian, Buttercup, was playing jacks, and Venom was wondering where the dimwitted little blonde everyone named Bubbles was. He looked around for her until he looked down to see her smiling up at him.

"You've got a lot of nerve looking at me like that," Venom said to Bubbles, "What do you want?"

"Well, I feel that deep inside you're a big, sad, little alien who's angry at me and my sister for hurting you. So I drew you a picture," Bubbles handed Venom a drawing of him crying and being hugged by Bubbles and her sisters. He growled after looking at this abomination and crumpled it in his large hand causing Bubbles eyes to water.

"If I wasn't on parole I'd bite your head off!" Venom whispered sinisterly to the baby of the Powerpuffs, causing her to start crying. Her sisters saw this and Blossom had to restrain Buttercup from attacking Venom.

"Ahem!" Venom heard Ms. Keane say.

"Wasn't me," Venom mentioned towards the still crying Bubbles.

"Venom it's snack time I need you to pass out the milk and cookies."

"These kids don't need food, they're fat enough as it is," Venom insulted even though most of the children were thin and full of energy.

"That's not your decision to make," Ms. Keane took out the control to Venom's collar and brought it up to his face.

"Note to self, kill the fat bitch that's been shocking me after parole," Venom whispered to himself before grabbing the cookie plate and walking to the front of the class. "Hey kid's, come and get it!"

Venom dumped the cookies on floor many of them crumbling, shocking both the children and Ms. Keane.

"Oh right," Venom grabbed a bunch of milk cartons and dumped the milk over the pile of cookies.

"What is wrong with you!?" Buttercup questioned.

"What? You kids can eat of the floor, it's not that dirty," Venom looked at the floor, "Oh look a cockroach."

Ms. Keane snarled at Venom's sadism towards children and shocked him, causing him to fall on the floor for about 3 minutes. After that was done, Venom stood, smoke literally coming out of his head.

"Your enjoying this, aren't you?" Venom questioned.

Ms. Keane nodded her head, "No one treats my kids that way. Now clean up this mess you've made!"

"Yeah whatever you fat bitch!" Venom whispered while walking towards the broom closet.

"WHAT DID YOU SAY!?"

"I said I have a bad itch!" Venom said. He didn't want to get shocked anymore today.

**A/N: There'll be more action in the next chapter and I'm sorry if I'm not doing much with the girls but I want to make Venom the main focus of this story. This'll be a long story so stay tuned.**


	4. Round 2 and further embarassment

**11:00 a.m.**

Venom still had an hour to go before school was over, but that didn't settle his bloodlust for the 3 little girls he blamed for destroying his reputation. Right now Venom was grading papers, but he wasn't grading them with A's, B's, C's, or D's. Instead he was using grades like "Fuck You", "Kiss My Ass", "Go Fuck Yourself", "Your Mother's a Whore", and on another paper he drew a picture of him holding a thumbs-up in front of every character in the Marvel universe, crucified. He saved his most sickening for the papers of the Powerpuff's. Blossom's paper had a drawing of Venom holding her decapitated head in his hand, with a big smile on his face. Bubble's paper had a picture of her being disemboweled by Venom and Buttercup's paper had picture of her being badly beaten by Venom. He wasn't really scared of Ms. Keane seeing these papers because by the time she did, Venom would probably be at his group home.

"Okay class, time for recess," Ms. Keane told her class cheerfully and they happily ran out to the playground. This gave Venom an idea.

"Well, I'm done grading these papers so I guess I'll go out and keep an eye on the kids." Venom got off the desk and walked to the door.

"Oh, how sweet," Ms. Keane thought Venom was learning his lesson from all the shocks she gave him. After Venom walked out, Ms. Keane went over to her desk.

Outside, all the children were enjoying their free time and having fun. That was until Venom stomped out.

"All right you little brats!" Venom called out to all the children, knowing that Ms. Keane couldn't hear him from inside. "Your fat ass of a teacher may have protected you from me but now we're playing by my rules! Bring forth to me the Powerpuff Girls."

Instead of doing what their teacher's aide wanted, the kids just step aside and let Blossom, Bubbles, and Buttercup walk up to Venom.

"What do you want?" Buttercup asked rather bored.

"Yeah, we were playing hop scotch!" Bubbles replied angrily.

"You little cunts ruined my reputation and now it's time for a re-match!"

Before the girls could reply to the fallen symbiote's demands, they heard the hotline ring.

"The hotline!" Blossom said and she, and the girls ran towards the door but Venom got in the way.

"Forget the damn hotline! You've got me to worry about now," Venom growled but to his surprise the girls looked like they were trying to hold back their laughter. He was answered when they start howling with laughter. If Venom's body produced blood, he'd be blushing right now but the perplexed look on his face answered it all. "WHAT'S SO FUNNY!?"

Blossom was the first of the girls to try to stop laughing. "W-Well, he-he, Mr. Venom, it's just that we don't consider you much of a threat."

"WHAT!?" Venom yelled out loud.

"Y-Yeah," Buttercup said, trying to control her laughter. "You haven't been a threat since Carnage's first appearance, and that was before we were ever born."

"Not to mention that the first time we met, we kicked your butt all across town!" Bubbles laughed.

Venom's eye was twitching and he was growling. "SHHHHUUUUUUTTTTTT UUUUUUPPPPPPPPPPPPPPPP!"

After this out cry the girls stopped laughing and looked up at the vindictive monster.

"I am Venom!" he shot his arms up in the air and continued his tirade. "I am the most powerful being on this pathetic rock of a planet and I refuse to have a couple of bug-eyed freaks have the last laugh!"

"Bug-eyed freaks!" the girls yelled in unison.

"That's it! You've been asking for this all day," Buttercup cracked her knuckles.

"And you're going to pay for destroying my drawing you big meanie," Bubbles added.

"Good, I was really hoping for this," Venom prepared for his revenge, but instead of letting his enemies throw the first punch, Venom lifted his arm in the air and brought downwards towards the girls. He ended up creating a huge hole in the ground since the girls flew away.

Venom turned his head around frantically in every direction but the girls were just too fast for him to find. He found out about that little fact once he was punched across the jaw by Buttercup. Before he could respond to the hit, Venom was hit across the other side of his face by Bubbles. Luckily for him, he saw Blossom flying right towards him and grabbed her and started to squeeze.

"Here's the wind up," Venom whined up the arm holding the still struggling Blossom, "and the pitch!"

Venom threw Blossom at least 30 feet across the playground and she skidded on the pavement before landing against the fence. Before he could relish in 1/3 of his victory, Venom was hit in the stomach by both Bubbles and Buttercup at the same time, and he flew and landed in front of the jungle gym. Growling, he saw the thin, metallic playground equipment and got an idea. He stood up and pulled the jungle gym out of the ground with little ease.

"Eat shit and die you little cunts!" Venom yelled before throwing the jungle gym at Bubbles and Buttercup, which they dodged. Venom growled even more and looked for some more weapons to use against his enemies and he spotted the swing set. He shot webbing at it with both hands and yanked the chains towards himself. He wrapped the chains around his arms and made a "come get some" gesture. They responded by flying towards him with their arms raised. Venom swung around the swing chains, Bubbles was able to dodge but Buttercup got hit across the face and fell to the ground.

Venom growled and looked at cute little Bubbles, who was looking at her sisters, trying to get up.

"It's your turn now you blue eyed, blonde bimbo," Venom growled at Bubbles. He was about to go in for the attack, but he saw her inhale deeply and she let out a sonic scream that could break glass into little shards. The sonic scream made Venom drop the chains and grab his head in pain as his body flailed about insanely. He let out a scream of pain.

"That was for my drawing you jerk!" Bubbles said to Venom who was still heaving from pain. "And this is for my sisters!"

Venom saw Bubbles inhale again and he knew what was coming. "No, have mercy!"

Bubbles ignored the symbiote's pleas for mercy and let another sonic scream. This one caused Venom more pain as he fell to his knees. Bubbles took this opportunity to fly at him at full speed for a strike, but Venom grabbed her before she could do anything and dumped her into a nearby puddle which was deep enough to sink her head in. Venom kept her down, trying to drown her and taking a small sense of pride watching her legs kick in an attempt to get free.

"Drown you little bitch!" Venom cursed at Bubbles. But from the water, Venom saw red and he found out what it was when he was hit in the face with Bubbles laser vision. Though Venom screamed at the pain the heat was causing, he was able to hit Bubbles in the side of the face.

"No brain to lobotomize you dumb slut!" Venom pointed at his head, remembering the exact same move from "Justice League". Venom continued his attempted drowning until he felt someone uppercut him in the jaw, causing him to bite his long, disgusting, tongue which he always had a habit of sticking out.

"My tongue!" Venom grabbed onto his damaged appendage, causing him to let go of Bubbles. While his tongue healed, he was pummeled by the 3 girls. He was punched in the face, gut, and a couple of kicks in the ass.

Back inside the school, Ms. Keane was reading her book. She looked at her watch and saw that it was almost time to end recess. She then saw the papers Venom graded and decided to take a look at them. What she saw made her sick. Such disgusting words that no child should ever know, and the Powerpuff's paper's had disgusting images that would make Rob Zombie shit himself. She growled at how Venom still disrespected her students and, with the papers the monster graded in one hand and the control that controlled his collar, Ms. Keane stomped out to the playground.

"VENOM!!" she yelled as she opened the door to the playground. She had the remote behind her back so Venom wouldn't get any ideas.

Venom was on the ground, with Buttercup grabbing his tongue and punching it, Blossom was hitting him in the gut, and Bubbles was kicking him in the head.

"Girls you can play with this a-hole later," Ms. Keane told her students. The girls let go of Venom and floated away from him. Venom painfully stood up, keeping his eyes on the girls and the teacher.

"How do you explain this!?" she showed him the papers in her hand.

"Mind your own business you fat bitch!" Venom told her which caused all her students to gasp.

"FAT!?" she yelled.

"Oh crap, did I say that out loud?" he questioned. Ms. Keane's face was red and steam was practically coming out of her ears. She then smiled.

"Venom, could you move a little to the left?" she cheerfully asked. Venom did as he was asked. "A little more."

He moved a little more and then found out he stepped in the puddle in which he tried to drown Bubbles. It all became clear to him.

"Oh no," Venom squeaked once he saw Ms. Keane smile sadistically, take out the remote, and push the button before Venom had a chance to move. The electricity combined with the water made him scream so loud that even the Silver Surfer could probably hear him. After the shock, Venom is burnt crispy and smoking. He fell to the side, twitching and smoking.

"Class, point and laugh at this scum," she commanded her class and they did as told. The pain Venom was in and the laughter from the species he considered inferior, didn't make his ideas of the future of his parole any better.

"Okay class, back inside," all the children, and their teacher, walked back in the class. Except for Buttercup who went back to Venom's twitching body and kicked him in the back and walked back inside. He was happy that no one was around to hear him sob. If he could cry, this would be one of those times.

**A/N: Stay tuned for more, Venom isn't done just yet. Also, I might have to change the rating because I'm planning on making the future chapters bloody.**


	5. Sweet Dreams

It was three hours after the end of the school day and Venom was walking to his group home, with his shoulders slumped, his head bowed down, and the Hulk's sad hitchhiking music in the background, anyone who saw him could tell that Venom's had a bad day; they didn't know the half of it. Today had been the most humiliating day of Venom's life. Not only was he beaten by the Powerpuff cunts, as he called them, but he was defeated by a normal human who had control over his electric collar. A short, quirky voiced kindergarten teacher actually burnt him to a crisp and encouraged her class to laugh at him while he was on the ground in pain. That was the main reason why he was leaving his community service late. Venom didn't think this day could possibly get any worse.

Venom's memory, movement, and the background music were halted when he was squashed by at least 3 tons of bricks. Venom growled and pushed some of the bricks out of the way to stick his head out and see who did this to him.

"LOSER!" Venom heard 3 diminutive, male voices. He then saw 3 small boys who reminded him of his newfound enemies. They had the same body and head shapes as the Powerpuff girls, but other than that they were male versions of his enemies with darker colors and spikier hair. This sight made Venom even angrier then he already was and with a mighty roar, he pushed all the bricks off him in one, fluid motion.

Before he could get his hands on the other 3 super-powered little brats in town, they flew away laughing.

"COME BACK HERE AND FACE ME YOU LITTLE BASTARDS!" Venom yelled at the escaping boys, shaking his fist. "COME BACK…Come back…come….back."

Venom's scream of anger began to sound like a cry for attention as his shoulders slumped again and he continued to walk towards his group home, the sad music returning.

After about 20 minutes of walking and having people point, snicker, and whisper comments about him, Venom finally reached his roach infested group home. A dump of place that not even a rat would have the decency to live here, but apparently it was the perfect place for drug dealers, thieves, and chronic masturbating sex offenders. Venom walked straight to his room and locked the door. He then walked to his bed, sat down, put his hands in his head, and continued to wonder where everything went wrong.

**4 days later**

This week had been horrible for Venom, not only did he still suffer from the embarrassment of being beaten by the Powerpuff's and their teacher but he also had to play and be nice to all the children in the room. The horror, the horror!

And what better way to make his horrible week worse then to have his dirty rat of a parole officer come and check on him. He had been talking on and on for an hour, and Venom just wanted to rip the little vermin's head off.

"Now Venom, do you have anything to say?" Burns asked, oblivious to Venom's boredom.

"I don't like you," this revelation shocked his parole officer.

"What're you talking about, Venom?"

"Don't think I'm not onto you, Burns! You're nothing but a little cocaine addicted, light-weight alcoholic, whore fucking adulterer who lies to the parole board because all your parolee's give you what you want!" Venom explained in specific detail.

Richard Burns just looked at Venom, unthreatened. "What's your point?"

"Damn it, Burns!" Venom screamed. "I know the parole board put you in charge of my community service and you I know you picked that hellhole school in order to humiliate me!"

"You're right, Venom," the parole officer smiled "And do you know why I gave you community service in a place where you would suffer?"

"WHY?" Venom demanded.

"Because you're a useless, fallen villain that everyone laughs at and forgotten that you were once a threat and you have nothing to offer!" Burns shrieked. After hearing the scum's tirade, Venom knew everything he said was true. Venom sighed sadly and, as a new routine for him, slumped his shoulder, slumped his head, and closed his eyes.

"I'm going to bed," Venom muttered and walked upstairs to his room.

"Have fun remembering why you're a failure!" Burns shouted at the fallen symbiote. He then heard his cell phone ring. He decided to answer it. "Yes honey… oh, I'm sorry dear I'll be home late again."

Burns shut off his cell phone before his wife could continue speaking. He walked outside of the group home towards his car, wondering if one of the prostitutes on his watch was busy tonight.

Meanwhile, Venom decided to watch TV before going to sleep. He flipped through the channels to see what was on and decided to watch the news.

"Earlier today we received video footage of an incident at Pokey Oaks Kindergarten," the news man reported, "it turns out that the teacher had some problems with her new aide's attitude and decided to punish him for it."

They showed footage of Venom being electrocuted in the back of the school and everyone there laughing at him. Venom stood up and kicked the TV to the ground. While the screen cracked and the sparks flew, Venom wondered where they got that footage. Somewhere else, Nick Fury and SHEILD were laughing and congratulating themselves over the job well done of further humiliating Venom.

Back at the group home, Venom got under his covers and went to sleep. He was having a hard time however as a nightmare began to overwhelm him. He was tossing and turning, whimpering and growling.

His dream began as a dream come true. He had Spider-Man, bruised, bloody, and beaten in his hands. They were both in the center of a destroyed city, burning red and black like the pits of Hell. Venom brought his fist back and was about to finish his hated enemy, but before he could the most shocking thing Venom experienced so far, Spider-Man began laughing despite his injuries.

"Why are you laughing?" Venom demanded but Spider-Man kept laughing. This began to worry Venom. "Stop laughing, Parker! Stop it!"

Spider-Man ignored his once threatening enemy and continued his manic giggles. Venom let go of Spider-Man and looked at him strangely, and a little afraid as he watched Spider-Man grab his stomach and roll around on the hot ground. The next thing Venom knew, everyone was surrounding him, pointing and laughing. The people he met in jail including Mojo Jojo, Him, Sedusa, and the Gang Green Gang. The heroes were also laughing including Iron Man, Captain America, Thor, Hulk, She-Hulk, the X-Men, the Fantastic Four, Daredevil, Punisher, Elektra, Spawn, She-Spawn, Quicksilver, War Machine, Dr. Strange, and Deadpool. Even all the villains were laughing their heads off at Venom's patheticness along with Ms. Keane.

Hearing everyone in and out of the Marvel Universe laugh at him made Venom clamp his head and fall to his knees.

"Stop it! Stop laughing at me!" Venom looked more like he was begging instead of threatening and everyone continued laughing. The constant giggling made Venom sweat and chatter his teeth in fear which shocked him since he doesn't have sweat pores. Venom turned his head to see his creators, Todd McFarlane and David Michelline.

"I can't believe we created this worthless piece of crap!" McFarlane commented and Michelline nodded his head in agreement.

Venom's nightmare went from bad to worse once the molten floor cracked open and as he turned his head to look, out of the ground came the Powerpuff Girls. The difference this time was that they were now fifty feet tall and they looked down on him with sinister smiles on their faces.

"NOOOOOOOOOOO!" Venom screamed as Bubbles bent over and picked Venom off the ground. She brought him to her mouth, licked her lips, and threw him into her opened mouth. As she began to close her mouth to chew him up, Venom stood in between her upper and lower jaws trying to keep her mouth from closing. Bubbles seemed to be slowly winning the battle despite Venom's struggle. Venom closed his eyes and tried to stop the inevitable end, but while this was happening, voices from the past couple of months began to play in his head.

"…_disgraced, humiliated…"_

"…_we feel extremely sorry for you."_

"_Venom, you're from New York, you've fought just about every superhero there, you actually use to be somebody but now you come to Townsville and get your ass kicked by 3 little girls!"_

The look of fear on Venom's face slowly turned into a snarl of pure rage.

"_You sucked."_

"…_you're a big, sad, little alien who's angry at me and my sisters for hurting you."_

"…_we kicked your butt all across town!"_

"_Class, point and laugh at this scum."_

"…_failure!"_

Venom slowly opened his eyes to see one of the people he hated the most in the world, Topher Grace.

"I'm going to play you in the 'Venom' spinoff," Grace informed.

"And I'm going to direct," Uwe Boll added. That was the last straw.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Venom screamed in rage as Bubbles closed her mouth, swallowed Venom, and smiled in delight. But her smile turned into shock once a set of black claws stabbed their way out of her throat. Venom spread his hands further, creating an even bigger hole in the giant Bubbles neck and spilling blood all over dress. He kept spreading and spreading until he was finally free, but he wasn't finished. To cause even further damage to his new enemy, Venom grabbed the top of her slit throat and pushed up until her head fell off her neck and onto the ground. Venom jumped to the ground as Bubbles headless body fell backwards.

"There you go you fucking cunt! How do you like that, you fucking cock sucker!?" Venom screamed at Bubbles decapitated head. Blossom flew into the air and tried to land on Venom, but he saw a large spike on the ground and threw it at her. It hit her directly in the eye, sent her flying to the nearest wall, and she was dead once she was impaled onto the wall.

Buttercup tried stepping on Venom but he dodged out of the way. Venom was lucky to find more spikes on the ground and threw them at the light green powerpuff. After he was done with his spear chucking, Buttercup was impaled to a nearby church by her hands and feet. She was still alive and struggling to get free but Venom stopped her from going anywhere by jumping onto her neck and severing her jugular. He roared in a mixture of rage and sick pleasure as the blood sprayed all over him, he even swallowed some that sprayed into his mouth. Venom jumped down onto the streets below and looked at all the people that were laughing at him. They now looked as if they were either scared out of their minds or they just shit themselves.

Venom, still covered in blood, looked at the people who dared to mock him and let out a primal roar. He then ran towards them like a leopard chasing his prey and jumped at his first victim, Mojo Jojo. He grabbed the green monkey in his hand, ripped off the helmet that covered Mojo's large brain, and began to chow down on his brain, letting some spill out of his mouth onto the floor.

After throwing the dead monkey to a side, Venom grabbed Him by his neck and lower legs, and lifted the red transvestite over his head. Venom then brought Him down and Venom jabbed his knee into Him's spine, destroying it instantly.

Venom then went straight to Sedusa, grabbed her by the sides of her head, and began to twist her neck clockwise until her head popped off. Venom then grabbed her body, held it over his head like a beer bottle, and drank all the blood that spilled out of the stump of her neck.

For the Gang Green Gang, Venom picked up a nearby flamethrower, set them on fire, and laughed as they ran around like lunatics and screaming like school girls.

He then eyed Ms. Keane or as he liked to call her, "the bitch who keeps shocking me". He grabbed her eyes and pulled until they popped out of the sockets. He then kicked her body to the other side of town and squeezed the eyeballs in his hands, letting the juices fall to the floor.

For the traitors, McFarlane and Michelline, along with the RowdyRuffs, Topher Grace, and Uwe Boll, Venom strapped them to a nearby nuclear bomb and tossed them to the moon, destroying both them and a quarter of the moon.

After Venom's massacre, his bloodlust still wasn't eased. He craved more blood and slowly turning around, the bloodied, snarling symbiote looked at all the Marvel characters behind him. They still had the frightened looks on their faces and tried offering Venom a compromise, Spider-Man. They threw him to the front of the group. He was on his knees begging for mercy but Venom wouldn't hear any of it. Seeing that Thor accidently dropped his hammer, Venom miraculously picked it up and stomped towards his hated enemy. Lifting up the hammer, Venom brought it down and in an instant, Spider-Man's head was immediately gone. Still heaving, Venom repeated the process on Spider-Man's body until he was nothing but a pile of blood, guts, flesh, and bone dust.

That still wasn't enough. Lifting the hammer towards the sky, it cackled with energy as Venom looked at the Marvel Universe in front of him.

"With Thor's hammer in my possession, I sentence you all to go to Hell to be skull fucked for an eternity!" Venom yelled as he brought the hammer to the ground, sending lightening towards the Marvel characters and in a few seconds, all that was left were ashes.

Venom saw his surroundings. Unlike the Joker, Venom actually got to see the world burn and all those who mocked him were now dead. He then dropped the hammer to the ground and raised his fists into the air.

"WHO ELSE WANTS TO LAUGH!?" Venom yelled, still covered in blood. But he then woke up and looked at his surroundings. He was still in his small, dirty, vermin infested room of his group home. He growled and stood up.

"THAT'S IT!" Venom screamed, still angered that all the destruction was just a dream. "I'M TIRED OF SITTING AROUND SLOWLY DYING IN MY SELF PITY! I'M GOING TO FIND OUT WHERE THOSE LITTLE FUCKERS LIVE AND I'M GOING TO KILL ALL 3 OF THEM! THEN I'M GOING AFTER PARKER AND HIS FAGGOT FRIENDS!"

Venom heard a knock on his bedroom door and opened it.

"Keep it down man; it's the middle of the night!" Paco, a Mexican drug dealer demanded. Venom just punched his head clean off.

"Fuck you too you fucking wetback!" Venom went to his window, jumped out, and swung to find out where the Powerpuff's lived.


	6. The End?

It was a normal night at the Townsville Museum until the ultimate feminist criminal, Femme Fatale, shot her grappling hook out of the roof window and grappled herself onto the roof as the alarm sounded. She had just stolen Cleopatra's crown and necklace, items she was sure would make her filthy rich. She was about to jump off the roof and grapple back to her hideout, but she was halted by running into a black, muscular arm that hit her in the neck and caused her to fall on her backside.

Venom stepped out of the shadows and smiled sinisterly at the fallen feminist. Femme Fatale took out her female symbol gun and aimed it at the monster, but Venom a web at the weapon and yanked it towards him. He then twirled it around his finger a bit before shooting Femme Fatale in the kneecap.

Femme Fatale screams in pain as she grabs hold of her bleeding leg. Venom takes a small sense of pride in the damage he's done to another human. He then kneels next to her.

"All right, bitch, you have answers to my questions so talk fast! Where do the Powerpuff's live?" Venom asked the villainess while ignoring her pain.

"Go to Hell, you Y chromosome!" she mutters between her squirms of pain. Not a good thing to say to a very angry alien, she realizes as Venom grabs her by the neck and points her own gun at her head.

"You know, maybe when I shot you in the knee I was aiming a little too low?" Venom questioned rhetorically as he tightened his grip on the trigger. Femme Fatale closed her eyes, waiting for the end to come but she heard Venom laughing. "But I'm not going to shoot you. Guns are for people who are afraid to get their hands dirty."

Venom grabbed hold of Femme Fatales wounded knee and held her upside down, causing even more pain to her already damaged leg.

"Instead, I want to introduce you to my little friend, gravity!" Venom informed her as he dangled over the edge of the roof. Her teeth clattered in fear of what Venom would do.

"Now tell me where they live!" Venom demanded.

"Y-You promise to let me go if I tell you?" she stuttered and begged.

"Yes."

"I-I don't know where they live, but I know the name of the guy they live with. His name's, uh, something, Utonium. You can check the name in a phonebook," she explained.

"Good," Venom smiled. "Hey Femme, remember when I promised not to kill you?"

"That's right, Venom, you did!" she cried.

"I lied," Venom let go of Femme Fatale's damaged leg and listened to her scream as she fell 5 storeys. Her high pitched scream was silenced by a loud, crunching splat. He jumps of the building and lands on his feet. He walks towards the nearest phone booth while whistling Disturbed's "Land of Confusion".

Before he gets to the booth, he stops and looks at the damage he did to Femme Fatale while still whistling. From the looks of her body, it seemed that she broke every bone in her body on impact and died instantly. He went to the booth, picked up the phone book, and started looking through the names.

"Let's see, U, U, and U…Utonium!" Venom memorized the address and swung towards the girl's house.

**At the Utonium House.**

After a good 10 minutes of web swinging, Venom finally found Townsville landmark, white, 3 circular windowed, rectangular house. Venom figured that the second floor with the circular window was where the girls sleep, so he used his talons to crawl up the wall. He smiled once he saw the girl's room, and the bed the 3 girls shared. He quietly opened one of the windows and snuck in.

"You…." Venom whispered as he walked towards the bed sneakily. "You were the one's who ruined me. With your fancy powers and your whore attitudes, you destroyed whatever reputation I had!"

Venom was now in front of the bed, staring at the lumps underneath the covers. He was drooling and foaming at the mouth with anticipation of his enemy's demise. He then brandished his claws.

"You made everyone laugh at me! But with your deaths by my hands, I'll be the one laughing!" Venom raised one of his clawed hands in the air while snickering like a madman. "So long, Powerpuff Sluts!"

Venom brought down his claws, and began shredding the covers and what he thought were the bodies of his enemies. When he was done, he was surprised to find no blood on the covers or on the carpet.

"What…" Venom's thought were interrupted as light shone into the room from the hall as the door opened.

"That was a good movie," Blossom commented as she and her sisters walked into their bedroom, ready for a goodnight's sleep.

"Yeah..." the girl's discussion was halted once they saw Venom in their room. They gasp at the damage he's done to their bed.

"OCTI!" Bubbles screamed once she saw her destroyed stuffed octopus. Venom pulled back the covers to see that all he destroyed were a bunch of stuffed animals.

Venom growled. Why didn't he realize this before? It was Friday night, they'd be staying up. In bed or not, Venom wasn't going to give up his last chance at vengeance. He charged at them, trying to shoulder ram the girls. As usual, the girls flew out of the way and Venom ended up breaking through the railing and ended up falling to the floor below. He stood up and tried to stop himself from spinning anymore. Once he straightened himself out, he saw an angry Bubbles in front of him. She began inhaling and Venom knew what was coming.

"No! Please! Not again!" Venom begged but Bubbles ignored him as she let out a sonic scream that sent Venom flying back, through the basement door. While his body was flailing out of control, he was falling down the stairs.

"Ow, oh, fuck, son of a-…" Venom cursed as he fell down the basement stairs. His cursing was ended when he landed on a table filled with chemicals. His head smashed against a large bottle labeled "Chemical X" and as his head slumped against the table, the chemical x poured into his open mouth. He unwillingly swallowed gallon after gallon, until the pouring stopped. He then stood up, woozily, and before he knew it, a part of his arm exploded. He screamed in pain as more little explosions were happening all over his body. Venom punched the wall and created a hole big enough for him to escape from. The girls followed him and watched as his run for his life was turned into a slow walk as his legs began to melt.

"No, no, no, no! It can't end this way! It can't!" Venom screamed as more of his once muscular body became a large, black puddle. "No, no, nooooooooooooooooooooo!"

Venom's scream of pain and anger, turned into little gurgles as he turned into a puddle in the middle of the Powerpuff's lawn. The girls looked at the puddle with a glimpse of sadness.

"Wow!" Buttercup said.

"He spent his entire life in anger, and that anger led to his death," Blossom gave Venom a small eulogy as the girls bowed their heads in silence.

"So…" Bubbles broke the silence, "should we bury him?"

"Nah, just leave him there, he'll evaporate in a few hours." Blossom explained.

"Come on, we'll have to see if the Professor will let us sleep in his bed," Buttercup added and the girls flew back into their house.

"Wow, a sad ending for a terrible creature. Oh well. So once again, the day is saved thanks too… Wait a minute?" the narrator stopped his ending narration as he saw a thin, white arm with 10 inch talons come out of the black puddle that was once Venom.

**A/N: What's happened to Venom? If I told you, I'd be ruining the next chapter. So just wait and see.**


	7. Death?

It was a typical Saturday in Townsville. Children were playing in the park, men were having drinks at the bar, women were shopping, and teenagers were hanging out at the mall. Everything was normal, but all the people stopped what they were doing once they saw Venom stomping towards the city. He stopped in the middle of the street to look at all the people staring at him.

It wasn't the fact that Venom was in the city that disturbed them. It was the fact that he looked very, VERY different. For one thing, he was leaner instead of bulging with muscles and his height grew to 7 feet. His colors had also changed thanks to chemical x. He was now white and his chest symbol, eyes, and teeth were now black, and he had small, red pupils in the center of his eyes (A/N: If you've seen Anti-Venom, you'll know what he looks like).

"You all laughed at me…" the new Venom pointed at all the stunned citizen's of Townsville, "but now, REVENGE!"

Venom formed a black fireball in his hand and threw it at the sidewalk right next to him. Many dodged out of the way and were left unharmed, others weren't so lucky. Venom then inhaled deeply and like a medieval dragon, breathed fire onto any poor unfortunate soul on the other sidewalk. He then marched angrily down the street until he was next to Pokey Oaks Kindergarten. He stopped his rampage and turned to look at the school, snarling at the terrible memories the home of education brought on.

"School must die!" Venom growled before inhaling and letting out a sonic scream that was twice as powerful as what Bubbles used to hurt him. The scream destroyed the windows and crumpled the walls, turning the school into a concrete, paper ball. Venom smiled at the irony that he was now able to use his two weaknesses against others. He was about to continue his march of destruction until a pair of police officers stopped in front of him and aimed their weapons at him.

"Freeze!" Venom raised his arms in the air to give the officers a sense safety.

"You first," were the only words the officers heard Venom say before he froze them, and their vehicles with his ice breath. He then clapped his hands and the vibration caused the iced police to shatter.

Venom continued his march towards his destination, the Mayor's Mansion. He slammed open the door and stepped in.

"Honey, I'm home!" Venom joked. He snickered once he saw the security pull out their weapons. He cracked his boneless fingers in anticipation.

In the Mayor's office, the Mayor of Townsville was conducting "Business" while his assistant, the red head Ms. Bellum, was listening.

"And therefore, every Wednesday shall be pretzel day," the Mayor announced.

"Didn't you come up with that idea a long time ago?" Ms. Bellum asked.

"Uhhh…" the Mayor's train of thought was interrupted when a thick, red liquid oozed through the crack of the door, and onto the Mayor and his assistant's shoes. "Oh, the painter's dropped paint all over the floor! And I told them I wanted the walls to be peach."

"Wait a minute, Mayor…" Ms. Bellum bent over and inspected the liquid with her fingers. "This isn't paint, it's…."

Before she could finish her sentence, Venom kicks the door down. He then holds up the decapitated heads of the Mayor's security and a girly scream is heard, courtesy of the Mayor. The Mayor hides underneath his desk while Ms. Bellum runs for the hotline. She was about to pick up the phone but Venom grabbed her wrist and twisted it behind her back.

"No, no, no, let's take this outside," Venom whispered in her ear. He dragged her outside of the Mayor's office and began to beat the living daylights out of her. He began by slapping her across the face with a closed fist, causing damage that probably couldn't bee seen thanks to her hair. He then kneed her in the gut and uppercut her in the chin which sent her flying in the air for a bit before landing on her back. She turned around and coughed up blood.

Venom went back into the Mayor's office and yanked the hotline out of the wall.

"Here," he threw the hotline at the wound mayor's assistant. "Call the sluts. Meanwhile, the Mayor and I are going to have a little fun."

Venom walks back into the Mayor's office and casually closes the door. He then walks to the desks and snickers at the sight of the Mayor quivering under his desk. Venom then spots the mayor's beloved pickle jar and gets an idea, and smashes the jar.

"OPEN WIDE!" Ms. Bellum hears from outside the office. Knowing that the hotline was useless, she struggles to get to the Powerpuff Signal. She turns it on and the 3 colored symbol shines in the sky.

The girls were sitting on their couch watching TV until they saw the signal in the sky.

"Girls, trouble! Move out!" Blossom commanded and the girls flew to the Mayor's mansion. Once they arrived, they gasped seeing Ms. Bellum lying wounded against the signal. They flew over to her to check the damage. Bubbles gagged at seeing all the decapitated bodies on the floor.

"Ms. Bellum, who did this?" Blossom asked in a mix of concern and fear.

"In…there," Ms. Bellum weakly pointed at the door to the Mayor's office.

"SAY IT! SAY IT!" SAY YOU LIKE TO EAT COCK!" The girls heard a familiar voice through the door, followed by a muffled cry.

"Is that…" Buttercup began.

"It couldn't be; he's dead!" Bubbles responded. "Isn't he?"

"Well, we'll just have to find out," Blossom said. "Come on!"

The girls floated towards the door and opened it to see a white back, with a black Venom symbol, making pelvic thrusts while an obscured object is making muffled sound. What the albino creature was doing was revealed when he turned to the side, holding the Mayor who had his clothes and hat torn, and his mouth full of pickles.

"What's that? You want another pickle?" Venom shoved another pickle into the Mayor's mouth. "HERE!"

"NOT SO FAST, VENOM!" the girl's suspicions of the albino creature being Venom were proven right once he turned his head to look at them.

"Just what do you think you're doing?!" Blossom asked.

Venom didn't listen to a word the pink Powerpuff said. Instead he just stared at the girls, his eye twitching at the memories of his defeat at the hands of these 3 super powered little girls.

"YOU! I remember you!" Venom threw the Mayor onto the floor, who spit out all the pickles in his mouth and began breathing again, and crawling away from the upcoming fight. "You're the little cunts, the cunts with the powers!"

"Huh?" the girls question in disbelief.

"You ruined me worse than 'Lethal Protector'! You made everyone laugh at me, but now REVENGE!"

"If you think we're going to let get away with anymore damage to our city!" Blossom told Venom.

"And you're going to pay for anyone you've hurt!" Buttercup threatened.

"Enough talk, you little shit!" Venom screamed. "I've waited a long time for this rematch."

"You really are a glutton for punishment, aren't you?" Blossom rhetorically asked.

"Well see who gets punished this time! I'm going to teach you little skanks the true meaning of defeat!" Venom inhaled deeply and let out a large breath of fire. Their eyes go wide in a mixture of shock and surprise at Venom's attack, which they barely dodge.

Buttercup decides to make the first move by punching Venom in the face. The punch sent Venom's head spinning 180 degrees but after that was done; Venom surprised the girls by putting his head back in place by turning it another 180 degrees.

Bubbles inhaled deeply and let out a powerful sonic scream, the one attack proven to be most deadly to Venom. Her scream made glass crack, and turned concrete into dust. After a good 30 seconds of screaming, the Mayor's office was everything but trashed. Books were scattered, precious glass ornaments were destroyed, support beams were on the floor, tiles were cracked, and dust was everywhere. Bubbles smiled triumphantly, assuming Venom was down. The girls thought they could go home now, but they gasped once they saw Venom come out of the dust, unharmed and smiling.

"My turn," he growled before he flew at Bubbles and grabbed her in his talons, flying threw the roof, leaving a black streak behind him, and shocking both Blossom and Buttercup further.

He flew with Bubbles to a nearby glass building, shoved her against the glass, and used the sonic scream against her, directly in her ear. This scream was longer, and louder, then any of the ones Bubbles used against him, causing the building's glass to shatter, some of it cutting Bubbles face. In Venom's sick mind, he enjoyed the irony of using the move Bubbles always used to stop him, now being used to torture her.

"How does it feel, bitch!?" Venom knows Bubbles can't hear him. "What's that? You can't hear me? Well, let me use sign language.

Venom began hitting Bubbles against her cut face, leaving behind a large display of bruises on her once, beautiful face. Venom stopped his torture to Bubbles face, and opened his mouth. He was about to devour the wounded Powerpuff before Blossom snuck up behind him, and wrapped a support beam from a near by construction site, around his neck. Venom let go of Bubbles, who fell to the streets below and was thankfully caught by Buttercup, and grabbed the support beam that Blossom was tightening around his neck. His eyes heated up with a red energy, and Venom shot out his eye beams, but unlike the girl's eye lasers, his curved upwards, backwards, down, and forwards to hit Blossom.

"Like it? I can make them go in any direction," Venom explained as Blossom screamed in pain. The pain of Venom's power lasers caused her to let go of the support beam and fall to the streets below. Venom made things worse by flying in behind her, grabbing her, and increasing the speed so that they both fell, Blossom first, onto a parked car. The car's roof was crushed and the glass scattered all over the street. Venom then grabbed Blossom in one hand, opened the, still intact, car door, and began slamming the door against Blossom's head.

"How…does it…feel…bitch?" Venom asked as he smashed Blossom's head against the door, breaking her teeth, blacking her eyes, and bruising her face in the process. "Answer me!"

Venom's berserker rampage on Blossom's face was interrupted when Buttercup sent him flying and landing on his butt, with a single punch. Venom stared at her.

"Hey, I remember you. You're the one who likes to hit stuff," Venom got up and outstretched his arms in an inviting manner, "Well, come on, hit me!"

Buttercup obliged and flew at top speed towards the symbiote that was hurting her sisters.

"Come on. I want you to do it. I want you to do it. Hit me. Hit me!" Venom whispered, just standing in the middle of the street, seemingly wanting Buttercup to hit him. "_I want you to hit me, you dyke! _Come on. Hit me!"

Buttercup let out a cry of fury as she raised her fist. But before she hit Venom, he turned his skin into metal, just like Colossus. When she did punch him, Buttercup's arm broke entirely from the strength of Venom's skin. She fell to the ground, and grabbed her damaged arm as she screamed in pain as Venom's skin returned to normal. Venom then pinned her down with his large hand.

"Let's talk for a minute," Buttercup spit in Venom's face. He just sighs. "Persistent."

Venom grabs Buttercup's leg. "You know, there's a game I've wanted to try. You ever heard of little piggy's? Well, since you don't have any toes, I'll have to use your leg."

Venom bent her leg the wrong way, causing her to scream. "This little piggy went to market!"

Venom twisted the leg to the left, she screamed louder. "This little piggy stayed home!"

A twist to the right and another scream. "This little piggy had roast beef!"

Venom turned his hand into an axe. "And this little piggy…"

Venom's sick nursery rhyme was stopped when he was frozen in place by Blossom's ice breath. The ice breath drained whatever strength Blossom had left and she collapsed on the street. Buttercup crawls away with from the frozen monster with her one good arm, and Bubbles came up next to her sisters.

"I don't think I can take anymore of this," Buttercup weakly said.

"Hopefully he won't be moving any time soon," Blossom coughed out some blood and grabbed her head. "My head hurts!"

"What?" Bubbles asked, still not able to hear. The girl's moment of piece was destroyed when Venom began to break out of the ice.

"No!" the girls whispered in fear.

Venom broke out of the ice completely, stretched his arms, and sighed, not out of anger but out of annoyance. He then looked at the girls and smiled at the fear on their faces. "Okay, girls, I think you need a time out."

Venom walked over to the nearest building, stuck his talons into it, and displayed his strength by tearing the entire building out of the floor. The girls's gasped at Venom's strength, but were unable to move out of the way as Venom tossed the building at them. The building landed on top of them, only their heads were visible underneath the building. It was a miracle they were still alive, struggling to get the building off them. Venom then walked over to them and stood over their heads.

"You know, girls? I'm tired of all this fighting. Don't you agree?" No reply, so Venom stabbed the girl's shoulder's by extending his talons. They screamed. "_Answer me!"_

The girl's desperately shook their heads in agreement. Venom pulled his talon's out of the girl's.

"Well, I'm going to treat you girls to a trip to space," Venom picked the building off the girls, webbed the girls to him, and hugged them close to him, almost to the point of suffocation. They struggled to get out of his grip but they were too weak.

"Let's go!" Venom flew up to the sky, past airplanes, and past the Earth's atmosphere. In a matter of second's, he and the girls were in space.

"Well, trip's over. Let's get you girls home!" Venom flew down towards the Earth, using the girls as a shield from reentry to the atmosphere. He laughed manically as the girl's screamed. His laughter could be heard throughout Townsville as everyone watched as the huge flame came down and crashed into the street. Venom's imitation of a shuttle crash created a huge crater in the middle of Townsville. He was standing in front of the fallen Powerpuff Girl's, using his new super hearing to check for any signs of breathes or a heartbeat. What he heard was…nothing. He stood up straight, staring into space.

"I won…" Venom whispered as his lips quivered into a smile. "Ha…ha-ha…ha-ha-ha, hahahahahahahahahahahahahahaha! I'VE WON!"

Everyone in Townsville was looking into the crater, seeing their guardians, their heroes, their protectors…fallen.

"YOU BASTARD!" Ms. Keane cried out, catching Venom's attention. "They're just children!"

Venom jumped out of the crater and punched Ms. Keane in the nose as revenge for the humiliation she helped cause. The punch sent her flying about 20 feet before she skidded to a halt. Venom then zipped to her and got in her face.

"Wrong, bitch! They're Dead children!" Venom stood up in a mixture of triumph and madness. "And I did it with my bare hands! With these power's, I can do anything! I could even kill…"

Venom began to smile at the idea of what he could do with his new, God like, powers. He then turned and pointed at the citizen's of Townsville. "You can all cry for your little sluts now, but you'll be joining them. Real…soon."

Venom skipped away, taking a small sense of pride in the cries of Townsville over their dead heroes.

"I'll have you know that I've become indestructible. Determination that is incorruptible. From the other side, a terror to behold. Annihilation will be unavoidable. Every broken enemy wi- wait a minute?" Venom's skipping and singing was interrupted when he saw a black spot on his arm.

"What the fuck?" Venom pondered but came up with a thought. "Guess I'll have to make a stop before I go causing mindless destruction."

Venom flew up into the air to his destination.

**Song sung by Venom: Indestructible by Disturbed.**


	8. A Father's grief

Dead.

That's how the news caster said it. "The Powerpuff Girls are dead" were the first words he heard when he turned on the news, and Professor Utonium hadn't stopped crying since. His girls, the sunshine of his life, were dead, and all he could do was hold on to Bubble's, newly repaired, Octi and let the tears fall down his face.

Professor turned his head once he heard the door being kicked down, and his tears turned into a look of rage once he saw Venom in the doorway, with a sadistic smile on his face.

"Daddy, I'm home!" Venom said in a sing song voice. Professor got up and with out thinking, ran to Venom in order to punch him. Bad idea, he found out because when he did throw his punch, Venom grabbed it and crushed it with ease.

"No, no, no," Venom chastised the Professor, ignoring the pain he was causing to his hand. Venom let go of Utonium's hand then pushed him to the floor. Venom taunted the Professor further by pressing his foot on his chest.

"Now…Utonium is it? Yeah, look, I was going around having the time of my life. Blowing up buildings, burning innocent bystanders, and giving your girls a slow, painful death." Venom smiled at the memory of his enemy's death, and the growl of the Professor. Venom then showed the Professor the black spot on his arm.

"But then I saw this, a black spot on my perfect, white skin. Care to explain?" the Professor spit on Venom's face. Venom just sighed in annoyance and licked the spit off with his tongue.

"What makes you think I'm going to help you?" Professor screamed. Venom still kept his sadistic smile on his face.

"Utonium, I could kill you right now if I wanted to, but I'm not. You know why?" Venom's smile turned into a snarl as he lifted him off the ground, pushed him against the wall, and held the Professor by his neck, slightly strangling him.

"Because I know that's what you want! To be with your girls again, to hold them, and tell them you love them but I won't give you that satisfaction! Instead, I'll give you a slower and more painful death then your shitty little creations! I'll start by impaling you through the spin, then I'll tear your arms off the sockets, cut your tongue off, and disembowel you but not to the point of death. You know, I heard you still have a boner for that bitch teacher who kept shocking me. So while you're on the ground, dying, I'll find her, bring her here, and I'll have my first rape victim! Then I'll slit her throat and put you out of your misery. So, unless you help me, I'm going to show that bitch, Keane, the time of her life. Whether she wants to or not!" Venom emphasized his threat by turning to his side and doing pelvic thrusts.

Professor bowed his head in shame. He didn't want any more pain and destruction to happen, especially to the woman he still cared for deeply. "I'll help you."

"Good boy," Venom let go of the Professor. "You can start by telling me about this mark on my arm."

"It's the Chemical X in your system. It's depleting." Professor explained.

"Are you telling me, that as soon as the rest of the chemical X is depleted, I go back to the way things were?" Professor nodded. Venom held his chin in his hand and smirked. "But if I put more Chemical X in, I can still be a God?"

Professor Utonium sadly nodded his head and Venom smiled.

"Take me to more Chemical X! Move!" Venom demanded. Utonium bowed his head and walked towards his basement laboratory, indicating for Venom to follow. They walked down and Utonium pointed at a huge vial of Chemical X, at least 5-6 gallons. Venom ran up to the vial and hugged it as if it were a teddy bear.

"My precious!" Venom hissed. He then took the vial from its stand and was about to chug it all down.

"I hope you choke on it, you bastard!" Venom heard the Professor mutter and stopped himself from drinking the vial. Venom turned to the Professor and stared at him with his red eyes.

"There's something you're not telling me about this stuff," Venom told the Professor, but Venom got no answer. Venom put the Chemical X on the table, walked over to the Professor, grabbed him by the throat, and brought him up to his eye level. "Did I mention rape, torture, murder, the perfect death?"

"All…the Chemical X… mixed in with what you have in you now…will kill you," the Professor gasped. Venom then got to thinking.

"But if I were to take it in small bits, I'll be able to keep my new powers and live?" Venom questioned but Professor was still gasping for air. Venom shook his hostage in anger. "Answer me!"

"Yes!" Professor gasped. Venom dropped the captive Professor and he fell on his knees, gasping for air.

"You got any syringes?" the Professor, still gasping for air, pointed to a box full of needles. Venom got at least 20 syringes and filled them full of Chemical X. He then injected one of the needles into his neck, and moaned like a drug addict having his next hit. The black spot on his arm returned to white and he absorbs the other needles into his body for later use. He then kneeled next to the Professor, with a sick smile on his black and white face. "Don't cry for your girls, you'll be reunited again, sooner than you think."

Venom laughed like a madman before flying through the roof of the basement into the girl's room. He kicked aside all of the girl's toys on the floor and went to the girl's closet.

"Jimmy crack corn and I don't care. Jimmy crack corn and I don't care. Jimmy crack corn and I don't care; the girl's are finally dead!" Venom continued to hum the song as he rummaged through the closet and smiled when he found what he was looking for. He absorbed what he found into his body and then crashed through the window and flew to his next destination.

Back in the house, the Professor stood up, and slowly walked upstairs. He then walked over to a cabinet and opened it to reveal, a gun. He kept it in his house just in case, and this seemed like the right time. What did he have to live for? His girls were mercilessly killed and he was alone once again. He cocked the gun and aimed it at his head, planning to end his pain before it got any worse.

"Professor?" he heard a weak voice and put down the gun to see who it was at his destroyed front door.


	9. Venom vs RRB

The Rowdyruff Boys were having the time of their lives today. They barged into the nearby 7-11 and enjoyed every minute of scaring away customers and enjoying all the free food, knowing that the girls wouldn't be able to stop them. Their death was broadcasted all over the news and since then, all the villains were celebrating. Some of the villains were disappointed that they weren't able to kill the girls themselves, and the boys did think the girls were pretty cute. But they thought "Fuck it; there's plenty of fish in the sea". In the 7-11, Butch was getting bloated at the slurpee machine while Brick and Boomer were playing Street Fighter. They were too busy trying to beat each other that the boys never noticed someone walking into the store, and then stand behind the 2 boys playing video games.

"What you doing, boys?" the stranger asks Brick and Boomer.

"Celebrating!" Boomer answered, not taking his attention off the game.

"Any reason?"

"The Powerpuff Girls are dead!" Brick cheered and hive fived his brother, which distracted Boomer long enough for Brick to win the game.

"Hey, you cheated!" Boomer whined.

"Shut up, stupid!" Brick smacked his blonde brother upside the head.

"Ow, quit it!" Brick and Boomer began to get into a slap fight. While that was going on, Butch lifted himself from his slurpee high and saw that the stranger who just entered the store was Venom. Butch smiled and flew over to his new hero.

"Dudes, DUDES!" Brick and Boomer stop their sissy fight and turn to see Venom. "It's Venom!"

The Rowdyruff's begin to circle around Venom in admiration, asking questions such as how he got his new look, how he beat the girl's, what it was like, and if he could teach them a few tricks.

"Boys, boys, there'll be plenty of time to answer your questions," Venom calmed the boy's excitement. He then showed them his hand for a handshake. "But first, let's have a handshake to celebrate our enemy's demise."

The boys put their small, fingerless hands in Venom's huge hand. Venom grins sadistically and squeezes the boy's hands, breaking the bones. The boys struggled against the monster's grip, but Venom was too strong and tossed them into the arcade machine, their heads and small body's smashing against the glass, cutting them in the process.

"You goat fucking little bastards!" Venom yelled at the wounded little boys. "You have a lot of nerve, thinking that I'm going to forgive you after what you did to me!"

"What are you talking about?" Brick asked, struggling against his brother's trying to get out of the broken machine, and trying not to get cut further by the glass.

"Yeah, we think you're cool," Boomer added.

"You dumped 3 tons of bricks on my head," Venom reminded the boys, "Weird way of showing that you like somebody."

Butch jumped out of the arcade machine and stared at Venom with bloodlust in his eyes. "Nobody throw's me into a machine! I'm going to rip off your head, shove it up your ass, and use your limbs as hockey sticks!"

"You know?" Venom pondered. "I'd really like you if you weren't from Earth or a little prick."

Butch roars like a wild animal and charges at Venom. Venom just sighs and sticks his arm out, catching Butch's head, causing him to punch at the air. Venom just turned his head and looked at everyone reading this story with a smirk on his face.

"Pathetic, isn't it?" Venom asked anyone reading, breaking the fourth wall.

Butch stopped his punching once he saw Venom talking to no one. "Who're you talking to?"

Venom answers him by throwing Butch onto the floor so hard that Butch cracked the porcelain. Brick and Boomer get out of the machine, ready to fight the symbiotic monster.

"Hey, only we get to do that!" Brick told Venom. Venom just sighed and kneeled in front of the 2 standing boys.

"Kids, I just killed your enemies, don't make me do the same to you," Venom lectured, but Brick kicked him in the jaw. Venom just sighed in annoyance, the punch feeling like a mosquito bite. "Okay, you asked for it. Why don't we start by playing a game, hide and seek. I'll seek…"

Venom flicked Brick away as if he were an annoying insect, out of the store and into a parked car. "And you run like Hell!!!"

Venom stood up to his full height and looked down at Boomer. "Well, aren't you going to hide?"

Boomer responded by flying up and giving Venom an uppercut to the chin. Even though the punch sent Venom's head backwards, he readjusted it instantly and grabbed Boomer. He threw Boomer to the nearest wall, crashing and creating a small hole. Venom thought his work was done until he heard a car flying at him, thanks to his super hearing. He turned and grabbed the car with ease and while Butch was struggling to get up, Venom slammed the car on top of the green Rowdyruff.

"There's no throwing in hide and seek!" Venom yelled at Brick. He saw Brick flying at him and came up with a plan. "Oh, so you want to play tag now?"

Brick flew towards Venom at full speed, but the symbiote caught him in a chokehold, surprising the red Rowdyruff out of the blue. While holding him in the chokehold, Venom began to punch Brick in the face.

"Tag, you're it! You're it again! You're it! You're it! You're it!" Venom repeated with every punch. Brick's eye sight was getting hazy from all the punches hitting his eyes. Butch, in the meantime, pushed the car off him and charged at Venom.

"AAAAAAAAAAAAAAAAAAAAAAHHHHHH!!!!!" Butch screamed as he flew in for the kill. Big mistake, because after hearing Butch's battle cry, while still punching Brick, an arm comes out of Venom's back, grabs Butch, and slams him against the grill that cooks hotdogs. The burning against Butch's face causes him to scream like a girl, music to Venom's sick ears.

Boomer comes out of the hole in the wall, rubbing his head. Seeing Venom beat his brothers, Boomer flew at him. Even though he was flying stealthy, Venom could still hear Boomer, thanks again to his super hearing. Another arm grew out of Venom's back, but unlike his other arm; this one had a hammer as a hand. Once Boomer was in range, Venom struck down on him with a literal hammer fist. Boomer planned ahead, however, and dodged out of the way.

"Ha-ha, you missed!" Boomer taunted but he would regret his words once Venom's hammer hand came back up and struck him in the groin. His eyes began to water and the blue Rowdyruff fell to the ground in extreme pain. After finishing with the other two boys, Venom threw the wounded hellions to the floor, next to their blonde brother. The boys huddled together and shook in fear.

"P-Please don't kill us, Mr." Brick uncharacteristically begged.

"Yeah, were sorry we dumped those bricks on you and called you a loser!" Butch cried a bit.

Venom put his hands over his "heart" and frowned. "Why boys, I would never think to kill you. In fact, I want to play another game with you 3."

The boys began to calm down a bit until they saw Venom drooling and snarling like a wild, sadistic beast. "We're going to play the most sadistic, evilest game ever made! We…are going…to play…"

Venom stuck his hand into his body and began to reach around for what he was looking for and his smiled widened once he found it. He pulled out what he stole from the girl's closet; their party dresses. "DRESS UP!!!"

"NOOOOOOOOOOOOO!" the boys scream. They begin to plead and beg, but Venom ignored the small boy's words as he knelt down, quickly stripped them of their clothes, and slipped on the girl's dresses on them. The boys look down on themselves in embarrassment while Venom cupped his hands together and smiles.

"Oh, don't you boys just look precious?!" Venom cooed. But his smile turns into a snarl in an instant. "Now dance!"

The boys eye Venom's demand, thinking he was crazy.

"You can't be serious," Brick commented, dumbfounded.

"I SAID DANCE!!!" Venom screamed as he shot optic blasts at the boy's feet. They began to dance in an instant; the boys began to do their best ballet. Venom took out a radio he stole from a nearby store and played the nutcracker suite to help fit the mood. What the boys didn't know, was that Venom also had a camera hidden in his body and was recording the whole thing.

**10 Minutes later**

The Rowdyruff Boy's were embarrassed beyond belief and getting a little tired of all the dancing.

"Okay, you can stop now," Venom told the boys as he turned off the music. "Now turn around."

The boys whimpered and did as they were told.

"Kick the babies!" Venom yelled as he kicked the boy's on their backsides, sending them flying to God knows where. He could still hear them screaming and smiled, thinking the boys better hope not to land in a populated area, while still wearing the Powerpuff's dresses.

**Elsewhere**

Mojo Jojo was opening up a champagne bottle, celebrating the deaths of his hated enemies. He was about to pour himself a glass until he heard something thrown against his window. He turned around to see…the Rowdyruff Boys, his creations, smacked against his window, wearing dresses. He stared at the boy's in pure shock and the boys stared on in embarrassment.

"Where did I go wrong?" Mojo thought out loud.

**Back to Venom**

Venom walked out of the 7-11, admiring the destruction he had done to Townsville. He then walked to the nearest payphone, dialed a number collect, and waited for an answer.

"Hello?" the secretary answered.

"Yes, I'm looking for a Richard Burns," Venom told the secretary while playing with his fingernails.

"What is your business?"

Venom smiled, thinking about what he was about to do to his scum of a parole officer. "I have to replace his septic tank."

"Well, he's off visiting one of his parolee's. Would you like to leave a message?" she asked.

"No, his wife's been searching for him all over," Venom lied. "Can you give me an address?"

The secretary gave the parolee's name as Candy Licks, a prostitute on parole. The address he was given also wasn't that far away.

"Anything else?"

"Yes, can you give the address to the nearest news station?" Venom smiled and took out the video of the Rowdyruff Boy's ballet. He was given an address and he hung up. He walked over to a nearby, burnt corpse that he probably killed earlier during his rampage. He took a pen out of the corpse's pen pocket, wrote the news station's address on the tape, dropped it in a nearby mail box, and flew to meet his ex-parole officer.


	10. Descent into madness?

Venom flew to the address where his parole officer was having sex with one of his prostitute parolee's. Venom landed in front of the apartment building and injected himself with another syringe of Chemical X. After savoring the feeling of the Chemical X going through his body, Venom began to think about how he could make his rat of a parole officer pay for putting him in a position that he hated; watching over a bunch of humans that deserved to be grilled and eaten. Venom eyed his surroundings and smiled when he once he saw something useful.

Inside the apartment, the four foot parole officer, Burns, just finished snorting a long line of cocaine off the back of a big breasted, blonde, blue eyed prostitute that was taller than he was. Once he was done with his drugs, he decided he was ready for another round of loving with his hooker parolee who also supplied his drug habit. She turned around, ready for anything. They were about to kiss until they heard the window crash.

"Burns!!!" Venom screamed as he jumped through the window, holding the apartment building's septic tank that he yanked from the ground outside. He put the septic tank on the floor and picked the shivering parole officer in his claws by the skin of his back, ignoring the whore's high pitched scream. Venom brought Burns up to his face and snarled at the little rat. Venom then looked at the blonde prostitute still on the bed, covering her chest with the bed sheet.

"Bitch, leave!" Venom demanded, but the blonde was too stunned to move. "I told you to leave!" Venom didn't have time to wait for her to move so he disintegrated her with his eye beams. Burns eyes widened to the size of dinner plates after seeing his parolee, and fuck buddy, turned into a pile of ash in an instant. He then turned to look at Venom, the fear evident in Burns' eyes.

"V-V-Venom, I know you're angry at me for putting you in that school, but look at it this way, the girls is dead. And I've got plenty of connections for whatever you need. I can give you money, drugs, women…"

"Don't you dare try to bribe me, Dick! I have no need for your money or your drugs," Venom's face of murder instantly turned into a smile of affection. "Now stop worrying! I'm not going to kill you, I'm just going to reunite you with you family."

Burns was wondering what Venom was talking about. Especially since Venom was walking over to the septic tank with Burns still in his grasp. Venom lifted the septic tank onto an upright position.

"You're a piece of shit, Burns!" Venom growled at his former parole officer. "Therefore, I will reunite you with your kind."

Venom ripped open the top of the tank to reveal all the filth that came from other people's bodies. Burns gagged at the smell, his face turning green.

"Don't puke just yet, Burns," Venom raised the doomed parole officer higher in the air. "You're about to be surrounded in puke!"

Burns began to plead in beg for his life, but he forgot who was talking to. Once you scorn, Venom, he won't let you go until you faced his wrath.

"Eat shit and die, you fucking midget!" Venom slammed Burns into the filth, keeping him down there as he drowned in shit. The sadistic smile never left Venom's face. Not even after the bubbles stopped rising from the human waste product. Venom released his grab on the dead parole officer and walked over to the bathroom to wash his hands. As he was washing his hands, Venom came to a realization.

"Richard… Burns," Venom began to snicker a bit. "Dick Burns. Heh! Funny. Wonder why I didn't realize that before?"

Once Venom finished washing his hands he looked at himself in the mirror. He liked his new look and gave himself a wink and gun point.

"You're a bad motherfucker," Venom told himself in the mirror.

"Why thank you!" Venom bowed in courtesy to his reflection.

"You killed the little girls, didn't you?" Venom heard his reflection ask.

"You're damn right I did!"

"You made sure their death was slow and painful? Made their daddy cry?" the reflection asked in admiration.

"Yep!"

"And you just your parole officer drown in other peoples shit! But why stop there? Everyone made you suffer. Everyone laughed at you. Everyone turned you into a laughing stock! Your backstabbing planet! That bastard child, Carnage! That half-assed, low budget director, Sam Raimi! That skinny little twerp, Topher Grace! Not to mention the villains, the heroes, the fan fiction writers, the writers and artists at Marvel, and the one you and I despise the most…Parker!!! They must all pay. That's why I'm going to go place-to-place, I'm going to Hollywood, I'm going to find Carnage, I'm going to find the villains, and I'm going to have the greatest battle of all time with the heroes and show them the real meaning of pain. Then I'm going to watch the world burn into a little crisp before I make my planet bow before me! Or they can suffer like the rest of this worthless galaxy."

At this point Venom didn't know whether he was talking to himself or his reflection was giving him advice. And he didn't care because he's never felt better in his life. So he crashed through the roof and flew to his next destination; Hollywood. He arrived there in a matter of minutes, shooting lasers at some birds and airplanes, laughing as they erupted in flames. He then landed at his first destination; a house in the Hollywood hills with a mailbox that said "Grace".


	11. Past Comes Back to Kill You

Todd McFarlane was a successful man. He owned his own comic book company, his own animation company, and his own toy company. And he started out as an artist back at Marvel, something he always acknowledged with his old drawing all over his office but rarely mentioned it in interviews. That alone will make him regret this day.

Todd was in his office, unaware of all the chaos that was happening over in the city of Townsville. He was on the phone, having an over the phone interview with Wizard Magazine.

"Yeah, the Spawn reboot and the new animated series will be out near the end of the year," Todd explained to the reporter over the phone. Of course he's said the same thing every year, but it's not as if it mattered to anyone else besides the fans. Todd hung up his phone and reclined in his desk chair and began to relax until he heard his intercom buzzing.

"Mr. McFarlane!" one of the Comic Studios security officers yelled, catching Todd McFarlane's attention.

"What's going on?" McFarlane asked.

"Sir, you have to get out of the building, now!"

"Why?" he asked.

"Some albino creature came in and started tearing everyone ap-aaaaaagh!" the last thing Todd McFarlane heard over his intercom was the sounds of slashing and some sort of laser. McFarlane was in fear for his life and was going to escape through the emergency escape route until he heard a loud knocking on his door. The knocking got louder and louder until finally the door busted open, revealing a tall, slender, albino creature that McFarlane's never seen before, covered in other peoples blood, presumably from his security.

"Who-who are you?" McFarlane was too stunned to move.

"Todd, you don't remember me?" Venom crossed his arms and put his chin in his hand. "Oh, that's right- after you created that garbage, Spawn, you forgot all about me."

"Venom?" Todd McFarlane realized and forced a smile. "You look…different."

"Don't try to sweet talk yourself out of this, McFarlane!" Venom told his creator. "Now sit!"

"What?"

"I said sit!" Venom shot a laser beam in between the open space of McFarlane legs. This move scared Todd straight and he ran to his desk in a single bound.

"Good," Venom applauded the comic book entrepreneur. He then took a bloody cardboard box out of his white, symbiotic body and slammed on the table. "I brought you a little present."

Venom opened the box and took out the decapitated head of- Topher Grace.

"You know who this is? It's Topher Grace, the man who ruined my image," Venom threw the head onto McFarlane's lap. Venom then took out another head, this time it was Sam Raimi.

"Here's Sam Raimi, the other man who ruined my reputation," Venom threw the other head onto McFarlane's lap. He then took out one last head; David Michelinie, his other creator. Venom held David's head next to him and looked at it in disgust.

"And here's the other traitor; David Michelinie!" Venom screamed before slamming the head onto McFarlane's lap.

McFarlane was in pure shock, with his mouth gaping open, his eyes wide open, sweat coming down his face, and his breathes coming out in short gasps. McFarlane may have drawn disgusting images before, but he'd never experienced anything like this before.

"W-W-What do you want?" McFarlane finally spoke.

"While you were out, making millions off your star power from your artist days on 'Spider-Man' and promoting that half-assed hellspawn, Marvel was ruining my reputation with anti-hero garbage! Do you think I enjoyed working alongside Spider-Man and saving humanity!?"

"W-Well, Venom, I…you see…well…" McFarlane tried to come up with an excuse which just angered Venom further.

"SHUT UP!" Venom slammed his fist on the desk. "Don't give me your excuses, McFarlane. You fed off my popularity while I was being neutered to an anti-hero. And where the fuck were you when they were making Spider-Man 3, hmmm? Trying to get your Spawn reboot out of development Hell while everyone calls me Eric Forman?"

"You know I protested the way you were portrayed in that movie!" Todd defended himself.

"But you never stepped in to do anything! You never volunteered to write the damn script, you never tried to get me a better actor; you didn't even try to become a goddamned executive producer because you wanted to stay behind a fucking desk and play with statues!" Venom screamed before going to a display of McFarlane's most famous toys.

"And by the way, why the fuck did you spend so much time trying to get the rights to make movie toys yet never asked Marvel for permission to make a Venom toy!?" Venom smashed the display case, destroying some of McFarlane's best work, and breaking his heart a bit. Venom then stomped towards McFarlane's desk and his eyes heated up.

"No, Venom! Please!" Todd pleaded for his life.

"Get down on your knees and tell me you love me," Venom demanded and Todd complied.

"I love you," he said on his knees, begging for mercy.

"You're gonna have to do better than that!"

"I love you! I'm over the moon for you! You're the only duck in my pond! You're the reason I'm as successful as I am today!" Todd's lips began to quiver and his eyes began to tear up. "Pretty please, with little brains on top?"

Venom's features began to soften. "Maybe I really am out of my mind, but I believe you. That's why I'm going to let you go."

McFarlane began to smile until he saw the snarl on Venom's face.

"I'm giving you until the count of 10 to get your lousy, lying, arrogant, back stabbing carcass out of my sight! 1…" McFarlane stood up and began to run. "2…"

Venom shot a laser that bent behind him and went straight towards Todd McFarlane, a direct hit. The laser disintegrated him into ash; he didn't even have enough time to scream.

"10!" Venom walked over to the pile of ash that was once Todd McFarlane. "Merry Christmas, you filthy animal!" Venom blew at the ashes, sending them flying all over the office. "And a Happy New Year!"

Having fulfilled his need for vengeance against his back stabbing creator, Venom flew out the window. He decided that he should pay his son a visit.

**A/N: Just to clarify, no I don't hate Todd McFarlane.**


	12. Venom vs Carnage: The Final Battle?

Venom had flown all the way back to New York, following the smell of his bastard child. He landed in the last place he expected his son, Carnage, to be. It was a high rise apartment building with two way windows. It would be hard to imagine that someone like Carnage would be hiding here, but he was bonded to a serial killer after all, so Venom theorized that Cletus Kasady killed whoever lived in the apartment. Venom hated his son with a vengeance. Carnage became the monster he was supposed to be. Carnage became the villain while Venom was reduced to an anti-hero. Now it was time to show the entire Marvel Universe and everyone else who the real monster was. Venom walked into the building, following Carnage's smell and cutting the receptionist's head off.

**Inside Carnage's Apartment**

Cletus Kasady was sitting on a chair, looking into space, and having a conversation with his symbiote.

"I'm sick of this, Kasady," Carnage told his host.

"Sick of what?" Kasady asked, not really caring.

"I'm sick of being your little puppet!" Carnage told Kasady. "All you ever do is go around and kill people all in the name of some crazed philosophy. I wanted to do something more with my life!"

"Like what?"

"I don't know. But what I do know is that I'm sick of being stuck to you and constantly chased by every hero and my own father," Carnage informed the serial killer.

"Well what're you going to do? Whether you like it or not, you're stuck to me. And you're going to help me kill whoever I want because I wear the pants in this relationship!" Kasady informed the symbiote.

"My dad was able to separate from Brock and get his own physical form."

"But can you do the same?" Kasady received no answer. "I thought so. So I suggest you quit your whining and accept how things are!"

Before the two can continue arguing, a loud pounding on the door disrupted them. The pounding grew louder until the door was busted open, revealing a tall, albino, symbiote with a black spider symbol and glowing red eyes that looked down at the serial killer with the intent to kill.

"Who the hell are you?" Kasady demanded.

"Son, that's no way to talk to your father," Venom said. "By the way, where is my little bastard?"

Carnage began to come out and cover Kasady. "Dad?"

Venom twitched and injected himself with more Chemical X. "In the flesh, son."

Venom dreaded that horrible word. The father and son stared at each other, knowing what was about to happen.

Carnage sighed. "Just a matter of time, I suppose, dad?"

Carnage leapt at Venom, his hand forming into an axe. But before he could strike, Venom backhanded his son, sending him crashing into a wall. Carnage slowly backed out of the small hole he had created, his head spinning and little stars circling around him. Before he could recover, Venom grabbed his son's head and slammed him into a nearby glass table, smashing it and stabbing Carnage's back with glass shards. The shards went through Carnage and pierced Kasady's skin. Venom flipped the red symbiote onto his stomach. He then breathed fire onto Carnage's back; an echoed scream escaped his mouth as the flames burned both Carnage's symbiotic body and Kasady's skin. Venom then rose up his talons and began to stab Kasady's exposed back. He then picked up his son and slammed him head first into a nearby TV, Carnage's head destroying the screen.

Venom still wasn't done punishing his son. He yanked Carnage out of the TV, held him up by the neck, and began to punch his son in the most vital areas. Venom punched Carnage in the mouth, Carnage ended up spitting out both his and Kasady's teeth. Venom then punched his son in the eyes, making Carnage's eye sight blurry. Finally, Venom punched his son in the stomach repeatedly until he vomited blood onto his father's face. Venom just licked the blood away from his face.

"Please, dad…" Carnage began to beg, thinking that some spec of Venom still cared for him as a son. "No more!"

Venom wouldn't hear any of it. Instead, he lifted Carnage over his head and walked over to a nearby window. Carnage was too weak to notice anything.

"Here's my tribute to Watchmen!" Venom yelled before throwing his bastard child through the window, sending both the glass and Carnage falling to the ground, over 100 feet down. Carnage didn't notice anything until he felt the wind blowing behind him. He weakly opened his eyes and saw the image of his father standing in front of the window, and it was getting farther and farther away from him. Carnage and Kasady were unable to do anything but scream until the finally reached the bottom. Crashing onto the streets below, every bone in Cletus Kasady's body was instantly broken, and every organ in his body was ruptured from the inside. Underneath him, a pool of blood began to bleed out of his body.

Carnage began to separate from his dead host, hoping to escape anymore of his father's wrath. But Venom jumped down and landed close to Kasady's carcass and near his symbiotic son, his landing creating a small pot hole and shaking the ground a bit.

Venom stepped on his escaping son. "No you don't, sonny boy!"

Venom grabbed his son's screaming, symbiotic body and began to bite down on it, devouring his own child. Venom did this quickly, relishing the taste of another symbiote. Swallowing his meal and letting out a small burp, Venom flew back out into the sky. He still had some friends that he needed to visit. Next stop: Riker's Island.

But unbeknownst to Venom, a small part of red symbiote was left behind. And it was beginning to expand.

**A/N: Not the best chapter, in my opinion, but I am getting closer to the end. Stay tuned.**


	13. Clash of the Titans

Riker's Island was never the prettiest place on Earth. It was one of the few places filled with nothing but rapist, murderers, thieves, and the occasional super villain. Of course you wouldn't see people like Green Goblin, Dr. Doom, or Magneto here but you would find some less threatening villains, mainly from Spider-Man's rouge gallery.

But today, the walls turned red; literally. Venom came in and slashed apart every security guard. They begged him for mercy, some of them telling him they had a wife or kids, and a few women telling him they were pregnant. Of course Venom didn't listen and killed them anyways but he did love how humans would try defending themselves only to beg for their lives when they know there's no hope.

After Venom was done tearing apart the security, he went over to where the prisoners were held. They all cheered for him, thinking that he'd actually come to help them escape. Oh, how'd he prove them wrong.

Venom saw many super villains there; including Sandman, Rhino, Chameleon, Scorpion, Electro, Vulture, the Shocker, and even the Fantastic Four villain Mole Man. He was surprised that people like Green Goblin, Dr. Octopus, Kingpin, or the member of the Brotherhood of Mutants weren't here, but he decided that he could kill them later.

Venom walked up to the Rhino's prison cell.

"Way to go, Venom!" Rhino cheered the symbiote on.

"Thank you," Venom bowed. "Hey, isn't the Leader here."

"He's on the end of fourth floor," Rhino pointed out. "Hey, aren't you going to let us out?"

"Don't worry, I'll be right back," Venom promised before flying up to the fourth floor. He went all the way to the end of the hall to meet the green skinned, big brained, egomaniac known as the Leader.

The Leader was about to open his mouth to let out some long speech of how Venom was about to free him, but Venom webbed the Hulk villain's mouth. He then dragged the egotistical asshole up to his face.

"You of all people, have the gull to laugh at me!" Venom screamed at the gamma ray exposed genius. "You're not even worth the effort I'm putting into the rest of the world. But it's been a long day, and I…am…starving."

The Leader's screams for mercy were muffled by Venom's webbing as the symbiote began to chomp down on his huge cranium. Once Venom was done with the Leader, Venom wiped away the blood and brain matter from his face. He then injected himself with another needle of Chemical X and reached into his stomach. He pulled out a large number of C-4's, scaring many of the inmates.

"H-H-Hey, what the fuck are you doing?" A random inmate asked out of fear.

"What the fuck does it look like I'm doing? I'm going to blow you all to smithereens."

Venom began to plant all the bombs in different areas to the prison, ignoring the protest of all the inmates. Some like the Rhino and Sandman tried breaking open their cells but they were specially tailored to stand against their powers.

"What the Hell, Venom?" Shocker asked. "I thought we were in this together."

Venom began to laugh manically at the low rate super villain's plea for mercy. "You actually consider me one of you? You've got to be pretty fucking stupid to think I actually consider you human germs in the same league as me. But, as a parting gift, I give you all a quick death."

Venom placed a bomb in front of every super villain, the fear ever evident in their eyes. Venom then pulled out a detonator and began walking away.

"Kaboom!" Venom said as he pressed the red detonator button. He began to skip like a little school girl as the building exploded behind him. He skipped all the way outside, but all of the sudden, the explosions stop. Venom turns around, puzzled at what just happened.

"What the fuck?!" Venom screamed as he pushed the detonation button repeatedly. Finally the explosions began all over again and Venom was thrown back a few feet onto his back. Venom looked at the explosions, grabbing his sides as he laughed hysterically.

Meanwhile, back in New York, Tony Stark saw the explosion from his office at Stark Enterprises. While all the people on the streets were panicking, Stark remained calm and turned on the communicator in his watch.

"Spider-Man, do you read me?" Stark talked into his communicator.

Spider-Man was clinging to a wall outside of a morgue and looked deeply disturbed. "Tony, I just saw Cletus Kasady's corpse. Are you sure this is necessary?"

"Very necessary," Tony answered. "Did you see the explosion over at Riker's Island?"

"Explosion at Riker's Island?" Spider-Man was baffled by what he just heard. "I'm not near any place that's near Riker's, so I must have missed it. You think it might've been a terrorist attack?"

"I don't know," Stark told his fellow Avenger as he walked over to an area with a keypad. He punched in a code and the wall separated to reveal his red and gold armor. "But we're going to find out. Meet me at the docks."

**Back on Riker's**

Venom finished his psychotic giggle fit and stood. He dusted himself and turned to leave but he was knocked back down to the ground by a giant boulder. Venom rubbed his head and raised an eyebrow when he heard a loud, monstrous roar. Venom turned his head 180 degrees to see a large shadow behind the flames. The flames died down to reveal a large, green scaled, leviathan with spiked ears.

"Abomination? They kept you in Riker's?" Venom was shocked by what he saw.

"They kept me frozen in the basement. They thought it was a smart way for me to retire. Your little explosion ruined their plans."

"And yet you survived," Venom growled.

"It takes a lot more than a pathetic explosion to put me down!" Abomination informed.

"I'll remember that while I'm tearing you to shreds," Venom growled like a wild dog as he bared his claws. "You're going to pay for laughing at me."

Abomination picked up another boulder. "We'll see."

Abomination tossed the boulder at Venom, which he dodged. Venom's eyes heated up and he shot his lasers at the Abomination's scaly chest. Though the blast left a burn mark, it still didn't do much damage to the scaled behemoth.

"Is that all you got?"

Venom growled at the Abomination and flew straight for his heart. The Abomination simply grabbed the slimy symbiote by the neck and slammed him into the ground, creating a small crater. Abomination then raised his arm and pummeled Venom's skull into the ground, breaking some of his teeth from his mouth.

Venom opened his damaged eyes and looked for a weapon. He spotted something useful... a urinal. Venom grabbed the urinal.

"Eat piss, Tim Roth!" Venom smacked Abomination across the face with the urinal, sending broken shards of porcelain falling to the ground. Though the attack did stun the green behemoth, it wasn't enough to damage him.

"Better Tim Roth the Topher Grace!" Abomination elbowed Venom in the stomach, making the enhanced symbiote double over in pain. He then grabbed Venom by the head and threw him to the edge of the island.

Venom struggled to get up and grabbed for another needle of Chemical X. All the pain Venom had experienced instantly disappeared. Venom once again flew at the Abomination and the Abomination ran towards Venom, both with their arms raised for the punch.

Venom got the first punch and stopped the Abomination in his tracks. Venom threw punch after punch at the Abomination's green, scaly face. Abomination began to fight back, their battle sending shockwaves across the island.

**Meanwhile at the docks**

Iron Man landed on the docks where he saw Spider-Man waiting.

"You made it," Spider-Man told the golden avenger. "So what's going on over at Riker's?"

"I don't know, Spider-Man," Iron Man told the younger hero. "All I know is that there was some kind of explosion there and we have to check it out."

"Are you sure this isn't something that should be left to homeland security?" Spider-Man asked.

Even with his mask on, Spider-Man knew that Iron Man's eyes said "Are you kidding?"

"Point taken," Spider-Man clinged on to Iron Man's back and he flew in the direction of Riker's Island.

Back at Riker's Island, the inhuman brawl between Venom and the Abomination was still going on. Venom had a bunch of black spots on his white body indicating bruising, while the Abomination had bloody wounds adorning his body.

Venom tried turning the tides by digging one of his talons into the Abomination's eye, but the behemoth grabbed the symbiote's hand and broke all his fingers.

Venom howled in pain but maintained his balance. "MOTHERFUCKER!"

Venom threw a right hook at Abomination's face. Abomination shot back with an uppercut to Venom's white chin. Both the giants were woozy from the long battle, but neither would surrender.

While flying, Iron Man saw the battle raging on in Riker's Island.

"Spider-Man, do you see what's going on?"

"Unlike you, I can't magnify my sight. My kind is usually underneath a magnifying glass," Spider-Man referred to his namesake's species.

"Here," a pair of binoculars came out of the back of Iron Man's armor, in front of Spider-Man's face.

"Wow, this thing does have everything," Spider-Man said in awe as he looked into the binoculars. He was further wowed by the battle going on the prison island. The Abomination was fighting against a white monster that was as tall as the green monster, but not as muscular.

"Iron Man, is that the Abomination?"

"Yeah, but what's he fighting?" Iron Man questioned.

Venom and Abomination punched each other at the same time, further weakening one another. The two monsters stumbled away from each other, trying to keep standing.

"I've…had…enough!" Venom hand glowed with a black energy. He then raised his arm back and shot it directly at the Abomination's chest, piercing his skin and going all the way in. Venom pulled back, holding the Abomination's huge heart in his hand. Abomination fell back, dead, as Venom roared in triumph. Venom then took a bite out of the heart and threw it to the ground.

"I hope you rot in Hell, you Russian piece of shit," Venom went into his stomach and took out another Chemical X needle and injected himself; his wounds healing instantly. Venom then heard engines roaring and turned to his left, seeing Iron Man and his most hated enemy; Spider-Man.

"Parker…" Venom growled. As much as he wanted to stay and tear Spider-Man apart, Venom decided that he would kill him later along with his friends. So he flew away to his next destination: Washington DC.

Iron Man and Spider-Man landed on the destroyed Riker's island, watching the unknown monster flying away. They then saw the Abomination, wounded with a huge hole in his chest; dead.

"Iron Man…" Spider-Man was too stunned for words. "Did that thing just kill the Abomination?"

"Yeah…" Iron Man was equally stunned.

"What was that thing?"

Iron Man began to think, specifically about why the creature had a black Venom symbol on his chest and back. "Spider-Man, what was the last you've heard about Venom?"

"From what SHEILD told us, he was doing community service in Townsville," Spider-Man began to take in what Iron Man was saying. "You don't think…"

"I don't know, but if this thing can kill the Abomination then we've got trouble on our hands. Call the other Avengers and tell them to meet us at Stark Tower."

**A/N: Next Chapter, you'll meet my personal team of Avengers and see what Venom wants with our nation's capital.**


	14. A Day That Will Live On In Infamy

**Washington DC. Late Afternoon.**

Venom was wearing a brown jacket, blue jeans, and a baseball cap to disguise himself for wear he was going; the White House. He was in line for a tour, his plans almost coming into fruition. They were already touring the West Wing.

Venom raised his hand. "Ma'am, where's the Oval Office?"

"Over there," the female tour guide pointed.

"Thanks," Venom began to walk towards the Oval Office, until the tour guide grabbed his jacket's sleeve.

"Sir, you can't go there," she told him. Venom responded by breaking her neck, shocking the rest of the tour group.

"Don't touch the jacket," Venom then looked at his disguise. "Then again, why the fuck am I wearing clothes?"

Venom tore off the clothes he was wearing and his hat fell off his head. He then turned to look at the tour group that was frozen in place. "What're you looking at?"

Venom used his fire breath, instantly burning the tour group to a crisp. He then felt something sting his back.

"Did a mosquito just bite me?" Venom turned around to see a Secret Service agent shooting with his pistol trained on him. "Oh, it's just a bullet."

Before he could fire another shot, Venom shot out a spike at the Secret Service agent, impaling him in between the eyes onto a portrait of Richard Nixon. Venom then walked down the West Wing casually, killing anyone in his way.

"Get every agent in the Oval Office, and protect the President!" an agent said into his communicator. He was turned into ash a second later by Venom's laser eyes a second later. He was also the only thing standing between Venom and the President of the U.S.A and with him dead, Venom casually walked into the Oval Office.

"Hey, Bushie how's the economy?" Venom said as he walked in. What he saw was President George Bush, his staff, and Bush's family surrounded by Secret Service agents holding semiautomatic weapons aimed at the white, super powered symbiote. Venom just sighed.

"Are we gonna have to do this the easy way or the hard way?"

**Back at New York**. **Stark Tower.**

Iron Man and Spider-Man were in a briefing room with the rest of the New Avengers; Ghost Rider, Deadpool, Spawn, and She-Spawn.

"What's going on, Stark?" Ghost Rider asked ever the impatient one.

"We think there might be a national emergency on our hands," Iron Man explained.

"You have syphilis?" Deadpool asked. "Now, Tony, this is where our sex ed. has failed. You should always wear proper latex when you're in bed with an unknown X-woman or some former playmate looking for heroin money. Can I have some of your armor when you die?"

"Deadpool, I mean an actual emergency, you nimrod!" Iron Man yelled at the mercenary who never shuts up. "Look at the monitor. And I don't have syphilis."

The monitor brought up a photo of the fight between the Abomination and Venom on the destroyed Riker's Island.

"About an hour ago an explosion happened over at Riker's Island, destroying the entire prison and the prisoners themselves," Iron Man shuddered at the reminder of investigating the remains of the prison. "After further investigation, we found out that the guards were murdered before the explosion."

"Who could have murdered an entire prison security squad that's heavily armed?" She-Spawn asked.

"That's where this thing comes in," Spider-Man pointed at the white creature on the screen. "While Iron Man and I were on our way to the island, we spotted this…creature fighting the Abomination."

"This is the Abomination after we landed on Riker's" Iron Man brought up the picture of the dead reptilian creature, shocking the other Avengers.

"What could have done this to one of the most powerful creatures on Earth?" She-Spawn questioned.

"Not to mention the only good Hulk villain," Deadpool added.

"Again, it has to do with this creature," Iron Man pointed at the creature which neither he, nor the other Avengers knew was Venom. "We don't know who or even what this thing is."

Spawn looked at the creature. "Maybe it's a demon sent by Malebolgia or maybe Mephisto."

"No," Ghost Rider replied, further inspecting the creature on the screen. "I know many demons, and this thing doesn't seem like one. Besides, why would it blow up a prison? And why would it have Venom's symbol on its chest and back."

"You think this may be an alien invasion?" Spider-Man asked his leader.

"I don't know," Iron Man said. "All I do know is that if this thing can kill the Abomination and blow up Riker's island, then we got a real problem on our hands. Do you guys have any reports?"

"I went to investigate Image comics," Spawn responded. "Todd McFarlane was murdered a few hours ago but there were no witnesses. And the heads of Sam Raimi, Topher Grace, and David Michelline were found in his office."

"And Kletus Casady was murdered today. But there's no sign of the Carnage symbiote," Spider-Man said.

"I shot Zac Efron in the ass," Deadpool said as he twirled his pistol.

Ghost Rider had lost interest in this discussion and went over to the TV. He turned it on to see what was on but all of the sudden, a presidential broadcast came on. The only problem was that the President really looked like a man wearing a mask.

"Hey, come look at this," Ghost Rider said and the Avengers came over to where the TV was.

"My fellow Americans," this surely wasn't the President. His voice was too deep. "Okay, now that I've got your attention…"

The man behind the mask removed it to reveal Venom, his black teeth fixed into sadistic grin. Not only that, but the mask he was wearing turned out to be George Bush's actual face.

"Just so you know, my name is Venom…" he revealed to everyone watching. "And today is a day that my name will live on in infamy! Zoom back, camera dick!"

The camera man did as he was told and zoomed back to reveal all the dead bodies surrounding the Oval Office and the blood covering the walls.

"Before you, you'll see the bodies of George Bush, his staff, his family, and the pathetic soldiers who tried to defend him. And I've had the best day of my life today! I've got enhanced powers, I killed 3 super powered girls, I killed my parole officer, I killed Sam Raimi, Topher Grace, Todd McFarlane, everyone on Riker's Island, the Abomination, and even the Presidential staff that ruined your country! And do you sad, pathetic little insects want to know why I did this?"

Venom smiled at the camera but his expression instantly changed to rage as he slammed his fist on the President's desk.

"Because you all had the balls to laugh at me! Me! The most powerful creature on Earth! But soon I'll be laughing at all of you, when I turn your planet into a roach infested Hell! It's time to play ransom. I want every hero to meet me in the White House, in one hour other wise I will detonate every nuclear bomb in the United States to every continent, destroying this pathetic little rock you call home! And when I say every hero, I mean every fucking hero! I want the Avengers; West Coast and East Coast, the Fantastic Four, the X-Men, the Hulk, Thor, and even the urban legends, including the Punisher, Daredevil, Elektra, and Spider-Man's new fuck buddy; Black Cat. And remember, if they're not here in one hour, your planet goes KABOOM!"

Venom smiled once again and plopped his feet on the President's desk. He then picked up Dick Cheney's decapitated head with the skull cap missing and a straw sticking out of it. "Until then, enjoy this little message from Chris Nolan, the director of 'The Dark Knight'."

The camera cut to a video of Christopher Nolan, wearing clown make up and holding a piece a paper. He looked as if he were in fear for his life as he read.

"Hello, my name is Christopher Nolan, director of 'The Dark Knight'. I want everyone to know that I do not deserve the praise I have been given. I am a half assed director who made a shitty movie about a gay, overrated superhero and I deserved to be sodomized, castrated, and decapitated for my overrated abomination of a movie. And Heath…I can't say this about Heath Ledger!" The Batman director stopped his reading and protested.

"You will say it or you will die!" Venom said behind the camera and Christopher Nolan did as he was told.

"Heath Ledger was a crappy actor who never had a good role in his life and we should all rejoice in his death as he burns in Hell!" Chris Nolan began to cry and look up at the sky. "I'm sorry, Heath!"

Venom began to laugh as he pointed the camera at himself as he shut it off. After he was done with his threat, everyone on the street began to panic. People were running around, screaming, and trampling over each other in fear.

Back at Stark Tower, the heroes were equally panicked.

"Oh, my God! We're all gonna die and I didn't even get my spin-off!" Deadpool hid in the only place he could think of, She-Spawn's cleavage.

She growled and pushed him off her. "Damn it, Deadpool! This is no time to be thinking with your dick!"

"What are we suppose to do!" Spider-Man asked in a panic.

"Everyone stay calm!" Iron Man screamed. "Okay, if it's a fight that that sick fucker wants, it's a fight he'll get. I'll call the West Coast Avenger's. Spider-Man you get Daredevil, Punisher, Black Cat, and try to find Elektra as fast as you can. She-Spawn, you call the Fantastic Four and the X-Men. In terms of Thor and the Hulk, we'll just have to hope that they watch TV."

The heroes went their separate ways to get the others.

**20 Minutes Later.**

The West Coast Avengers were able to meet with the East Coast Avengers very quickly since they had transportation that could faster then any normal vehicle. The Avengers, along with the X-Men, Fantastic Four, Daredevil, Elektra, Punisher, and Spider-Man's new girlfriend: Black Cat. They were all in a jet designed by Stark to that was large enough to take all the heroes to DC in a matter of minutes.

"Okay, we'll be nearing DC in about 40 minutes," Iron Man said as he set the plane to autopilot. "Now let's go over just what the Hell is going on."

"Good point Iron Man," Captain America commented. "Let's start with the question that's on everyone's mind; what happened to Venom? How'd he get so powerful?"

"That's a good question, Cap," Iron Man went over to a printer and picked up some printed pictures. "According to some information I got from SHEILD, Venom's been injecting himself with some kind of chemical that's only known to a Professor Utonium. Anyways, this all started back in Townsville, it was the city near the area where we tried freezing Venom. There, he ran into the resident superheroes, the Powerpuff Girls."

Iron Man held up a photo of the 3 Powerpuffs. The cuteness of the 3 girls warmed many of the superhero's hearts.

"Awww, they're so cute," Kitty Pride cooed.

Iron Man sighed sadly. "They were."

"What are you talking about?" the Thing asked.

"Well…after his first defeat, Venom came into some chemicals and that's how he came to be as he is now. His first targets…were these girls." Iron Man showed every one of the girls in a crater, wounded and dead. This sight shocked even the strongest of heroes, causing them to either gasp or turn their heads in disgust. Except for Wolverine, who tore the picture of the dead with his claws.

"That sick, murdering bastard!" Wolverine yelled. "Wait till I get my claws on him!"

"Not before I pummel his face in!" The Thing said.

"I also want to break this monster in half!" Colossus added. "It's one thing to attack us but this should never happen to children."

"Everyone calm down," Captain America commanded. "Now, let's go over what we're going to do once we reach DC."

"Has anyone thought of just staying in the air as he blows up the Earth and hope for the best?" Deadpool asked. He was answered by a punch to the jaw courtesy of Ghost Rider.

"Silence, Wilson!" Ghost Rider then turned his attention to a nervous Spider-Man. "And you! None of this would have happened if you would've killed Venom when you had the chance!"

"What?" Spider-Man yelled.

"I agree with Ghost Rider," the Punisher added. "If Venom was killed back when you had the chance to, we wouldn't have to worry about him blowing up the world with every nuclear bomb in America."

"Punisher, you agree with anything that involves killing a super villain," Black Cat defended her boyfriend.

"Most super villains don't gain God like powers," Ghost Rider said.

"And most heroes aren't cold blooded murderers," Spider-Man said sarcastically.

"All right, enough. Let's not worry on who's what and who should've done what!" Captain America lectured then turned to all the heroes. "Now, the only thing we can do now is fight Venom and hope for the best."

All the heroes reluctantly agreed. Iron Man fell backwards in his chair and put his face in his hands.

"I sure hope Thor'll be there."

**A/N: I'm sorry if I seem as if I'm just throwing heroes in for the hell of it and not giving them any development, but I want as many heroes in for the big battle against Venom X. And I'm sorry if there's not a real plan to defeat Venom other than fighting him.**

**Also, here are all the people that'll be in the battle of the century:**

**East Coast Avengers (My personal team): Iron Man, Spider-Man, Ghost Rider, Spawn, Deadpool, and She-Spawn.**

**West Coast Avengers: Captain America, War Machine, She-Hulk, Spider-Woman, Ms. Marvel, and Dr. Strange (I don't know if he was ever an Avenger, but what the heck it's my fan fiction)**

**X-Men: Wolverine, Cyclops, Storm, Emma Frost, Iceman, Colossus, Kitty Pride, Beast, Rogue, and Night Crawler.**

**Fantastic Four**

**Daredevil**

**Elektra**

**Punisher**

**Black Cat**

**Thor**

**Hulk**

**Also, there'll be a few surprises near the end. So as always, stay tuned. Also, if I missed anyone to join in the fight against Venom, just let me know and I'll see if I can fit them in.**

**And I mean absolutely no disrespect to Heath Ledger or Christopher Nolan and I loved the Dark Knight as much as everyone else.**

**Disclaimer: I don't own any of these characters. They're property of Marvel and Image.**


	15. Fantasies and Prolouge to Battle

Venom had his feet plopped up on the President's desk, sucking the brains out of Dick Cheney's head. He finished his treat and threw the head to a side and looked at a nearby clock. He'd been waiting for the heroes for the last 45 minutes.

"10 more minutes," Venom said to himself as he put his hands behind his head and began to recline in the President's chair. "Then, I'll blow up the world."

While relaxing in the chair of the President he'd just assassinated, Venom began to think of one thing when he blew up the Earth; what he'd do to all the survivors. A large, sadistic, toothy grin began to creep on Venom's face as he imagined what he was going to do.

**Fantasy**

The whole world was on fire, a nuclear wasteland. Surrounding what was once New York City were a bunch of charred skeletons and destroyed buildings and land marks. And in the center of all the destruction was Venom, sitting on a throne made out of gold and human skeletons. He was surrounded by a large group of villains, battle damaged and at his mercy.

"It's no use!" Magneto screamed in fear.

"He's just too powerful!" Juggernaut cried.

"We are at his mercy!" Apocalypse cringed.

"All hail King Venom!"Dr. Doom screamed as he got on his knees and bowed to his new lord and master.

"All hail King Venom!" all the other villains repeated as they too got on their knees and bowed to their new God. Everyone; Magneto, Apocalypse, Mister Sinister, Dr. Doom, Juggernaut, Green Goblin, Mystique, the Brotherhood of Mutants, Mephisto, Malebolgia, Black Heart, Bullseye, Loki, even Galactus all bowed before Venom in a desperate plea to save their lives.

Venom stood up from his throne and looked at the once mighty villains, now his bitches.

"My fellow slaves, as your new master I give my first order of business," Venom out stretched his arms towards his new servants. "I SENTENCE YOU ALL TO DEATH!"

Venom shot a large stream of lighting out of his fingers, zapping every villain with about half a million volts of electricity and turning them into dust in an instant.

"Mu-wah-ha-ha-ha-ha! Ah-ha-ha-ha-ha! Ha-ha-ha-ha-ha-ha-ha-ha-ha!" Venom laughed manically.

**End Fantasy**

"Ah-ha-ha! Ah-ha-ha-ha-ha-ha-ha-ha!" Venom continued to laugh in a low whisper. His fun was interrupted once there was an explosion that destroyed the roof and sent him falling backwards onto the floor. Venom struggled back up, rubbing his head.

"Who dares disturb the fantasies of…" Venom opened up to see all the heroes in front of him. "Oh, it's you."

Venom began to see who was in the White House as he ransomed. "Let's see there's X-Men, Fantastic Foursome… Where the fuck is Thor and Hulk?! Oh, well, guess I'll just push the button and be on my way."

Venom went to push the little red button that could destroy the entire button with one push but was stopped by an optic blast courtesy of Cyclops straight to Venom's index finger, breaking it off instantly.

"Motherfucker!" Venom cursed at the one eyed mutant. "How dare you strike the most powerful creature on Earth!"

"Great! Less than 24 hours with these new powers and he already thinks it's the 80's again," Spider-Man whispered to Deadpool.

"You may be powerful; Venom, but you're still nothing but a coward!" Ghost Rider insulted.

"Fool!" Venom screamed. "I've taken down a small army, destroyed Riker's Island, and ripped out the Abomination's heart! Who are any of you to call me a coward?"

"Only a coward would harm innocent children and resort to using nuclear war to destroy a world that's done nothing to him," Colossus lectured.

"Innocent children?" Venom tried to remember who he's killed recently. "Let's see; I killed my parole officer, I beat that pink hillbilly near death, I almost killed that snaked haired chick, lobotomized a monkey, I'm pretty sure I killed that queer with the claws, don't remember any kids. Look, I killed a lot of people today, what difference does it make?"

"Enough talk, creep!" The Thing yelled as he slammed his fist into his palm. "It's clobberin' time!"

Venom laughed at the Fantastic Four's rock man's threat. "Do you really think you can beat me?"

"We're not some little kids that you can push around, asshole!" Wolverine yelled.

"And as much as I love murder, mayhem, and destruction; if you destroy the world, how am I going to watch porn and drink cheap liquor?" Deadpool asked, despite the weird glances every other hero was giving him.

"Oh, I'm going to enjoy this," Venom said before leaping towards his enemies.

"Strike a pose!" Deadpool said as all the heroes prepared for battle.

**A/N: Don't worry; the big battle scene will come in the next chapter. I just might make it past 20 chapters!**


	16. Round 1: Venom vs the Fantastic Four

Venom jumped towards his enemies with both his fists raised high, aiming to bring them down on all the heroes.

"Scatter!" Captain America commanded and all the heroes followed his command by scattering away from Venom's attack. Venom ended up making a huge crack in the middle of the Oval Office.

Venom lifted his head to search for his prey. He was knocked to the floor by Captain America's shield, which flew back to its master. Venom growled as he lifted his head from the ground and jumped straight for America's symbol, claws first.

Captain America lifted his shield to protect himself from Venom's claw slashes. For the first time in years, sparks flew from Captain America's shield as scratch marks were left it. Captain America backed up, seeing the damage on his shield. It was scratched so deeply that he could see his own arm.

Captain America growled in frustration as Venom laughed.

"Some good you're going to do without your shield," Venom taunted.

Captain America threw his shield to the ground and held out his fist. "I don't need a shield to take down a punk like you!"

Venom snickered as his eyes heated up. "No, but it would've helped save your life."

Venom shot his heat rays at Captain America but Captain America used his enhanced physical attributes to jump up away from the beams and then threw a flying kick straight into Venom's face. The kick was strong enough to send Venom stumbling back and fall onto a nearby night table, breaking it into little wooden chips.

Venom stood up growling and took out a wood chip that was stuck in his backside. Venom walked up to Captain America, with a talon extended and a smile on his sick face. Captain America stood his ground, the scowl on his face ever present.

"A little fight in you. I like that," Venom moved in for the kill but froze once he felt a tight, metallic grip on his head and a heat building up. He moved his eyes to the side that had the grip on his head and saw Iron Man building up his repulsor blast with the intent of blasting off Venom's head.

"Then you're going to love me," Iron Man's repulsor ray disintegrated the symbiotic murderer's head clean off, leaving no evidence. Venom's body fell on its knees then on its chest.

"Copying 'The Dark Knight', Tony?" Cap asked the Golden Avenger.

"Don't rub it in," Iron Man responded. "Ice Man, freeze the corpse before this prick's head grows-"

Iron Man's orders were silenced once Venom's headless body grabbed his, and Captain America's, necks.

"You blew my fucking head off!" Venom's headless body yelled as his head grew back instantly, just like Iron Man predicted.

Venom increased his grip on the Leaders of the Avengers. Captain America's face was turning red and his eyes were bulging. Iron Man's neck armor was squeezing against his neck, even if his neck was released from Venom's grip, the neck armor would still be tight enough to damage his breathing.

The Thing charged for Venom from behind and tackled him from to the ground, causing Venom to lose his grip on the two leaders of the Avengers, who fell to the ground gasping for air. Luckily for Iron Man, his neck armor wasn't as badly damaged as he predicted.

The combined weight of the Thing and Venom caused the two to break through the floor. They both fell to the floor below, debris scattered all around them.

The two giants stood up, the Thing throwing the first punch straight to Venom's face, cracking his teeth. Venom's teeth grew back in an instant and he retaliated by breathing fire onto the rock man of the Fantastic Four.

The Thing stood his ground, the fire causing no damage. "It takes a lot more then a camp fire to take down Aunt Petunia's favorite nephew!"

The Thing put his hands together and swung across at Venom's face, sending the murdering monster crashing into a wall. Venom pulled himself out of the wall, scowling at the blue eyed Thing.

"Well it takes a lot more to take down a God, you disgusting pile of gravel!" Venom flew at Thing at full speed, sending the both of them crashing through another wall and outside to the back yard of the White House. Venom then lifted the orange skinned hero over his head and threw him across the back yard. When Thing landed, he created a small crater. He tried getting up but Venom landed on his chest and put his foot on top of the Thing's face.

"Die!" Venom transformed his left hand into a hammer with the intent of turning the Thing's head into dust. He was stopped once the Human Torch flew into him and threw him off his target. Venom rolled around the soft, green grass before jumping up.

"Flaming asshole!" Venom inhaled deeply and breathed out ice directed straight at the Human Torch. Torch thought that if he increased the flames surrounding his body, it would ruin Venom's attack. But the ice melted over Human Torch's and put out the flames. Human Torch-now Johnny Storm- fell to ground, hard on his back.

Venom formed a spike in his hand and threw it at Johnny Storm's fallen body. But something happened that shocked the symbiotic sociopath-the spike froze in place. To Venom's further shock, the spike was closing in on him. Venom tried backing away but some kind of wall was in his way. He turned around to see the Invisible Woman using her powers to imprison him. The invisible wall finally surrounded Venom like a vacuum seal, he couldn't move at all and his own spike had impaled him.

"You think a tight bubble can stop me, you invisible closet whore?!" The Thing, having recovered from Venom's attack, punched the symbiote across the jaw.

"That's no way to talk to a lady, creep!"

Venom wasn't going to take being imprisoned and hit across the jaw by people whom he considered inferior lightly. He began to growl and glow a bright, white light, scaring the ¾ of the Fantastic Four. Then, a small, white explosion of light happened and the Human Torch was sent flying 20 feet away, Thing was knocked unconscious where he stood, and the Invisible Woman was thrown into one of the few unbroken windows, breaking it and cutting her face in the process. Venom snickered at the pathetic sight of the Fantastic Four beaten and broken.

This didn't settle well with Mister Fantastic, who walloped Venom in the back of the head with his fist in the form of a hammer. Even though the strikes made Venom lose his balance a bit, it wasn't enough to take him down. Venom turned his neck 180 degrees to look at a scowling Mr. Fantastic.

"Is that all you've got?" Venom taunted.

Mr. Fantastic responded by wrapping himself around Venom, trying to squeeze him as best as he could, considering that Venom had no lungs or bones. It was enough to keep Venom in his place, but it only annoyed the symbiote.

"Nice try, Richards, but a smart ass like you should've known this was a bad idea!" Venom emphasized what he was saying by doing the inferno; setting himself and Mr. Fantastic on fire just by Venom's sheer will. Mr. Fantastic screamed in agony as he was burnt, he unwrapped himself from Venom and tried putting the fire out by rolling on the ground. Venom put the leader of the Fantastic Four out of his misery by stomping on his face, flattening it and knocking him out.

"Give me a real fight!" Venom screamed to the high heavens.

**Elsewhere, in a helicopter above Washington.**

General Ross was about to do something that he was sure he was going to regret. After years of trying to capture Bruce Banner-also known as the Incredible Hulk- he had finally captured him. But now, because of the lunatic in the White House, he had to release the Hulk if the world had any chance of survival. Ross had never been so pissed before in his life.

General Ross turned and walked to Bruce Banner, who was handcuffed and sitting on a chair.

"Okay, Banner, we're going to be near the White House in about 60 seconds," Ross informed as he undid the scientist's handcuffs. "We can't take the chance of flying over the White House because that lunatic alien may shoot us down. So we'll throw you about a mile away from it."

Bruce Banner nodded and stood up. "Understood. By the way, where's Betty?"

"I'm not going to put my daughter at risk, Banner. Especially during a time like this," Before Bruce could get to the back latch of the copter, General Ross got in his way. "If you screw this up, Banner, I'll drag you down to Hell myself."

"I get the point."

"Open the latch!" The General demanded and the latch opened instantly. Bruce walked over to the open area and prepared to jump, but was stopped by a hand on the shoulder. "And Banner…"

General Ross turned the scientist around and punched him in the face. "Good luck."

Ross pushed Banner out of the helicopter, sending him falling thousands of feet. As soon as Bruce opened his eyes, they had now turned a haunting shade of green.

**Back at the White House**

Venom had seen all the other heroes jump to the ground of the damaged room of the White House that he and the Thing had damaged. They were prepared for battle and Venom smirked in anticipation. They were about to charge each other until they heard a crash a few miles away. They all froze in place and the heroes all silently held out hope once they heard a loud, mighty roar that only a giant could yell.

Venom turned around and used his advance sight to see what had made the crash and the monstrous roar. He smiled when he saw a green giant with bulging muscles bigger than his head; the Hulk.

"Hulk!" Venom happily growled as he ran towards his new target, completely ignoring the other heroes in the White House.

"Deus ex Machina" Beast muttered.

"I don't care what it is; let's just hope that the Hulk takes down that symbiotic lunatic!" Iron Man said. "Now let's gather the Fantastic Four and see if they're okay."

"I call dibs on Invisible Woman," Deadpool said, perverted even in the face of Armageddon.

"I know some healing spells just incase," Dr. Strange informed.

Meanwhile, the Hulk saw Venom stomping towards him and was angered beyond belief.

"Hulk smash puny alien!" Hulk muttered to himself before running at Venom at full speed.

Venom roared in excitement, the sinister grin ever present on his face. Venom increased his speed and ran towards the green giant.

The two giants ran towards each other, their speed causing cars to fly off their parking space and crash into buildings. Once they were in close proximity of each other, they jumped towards each other with their fists raised, ready to make the first strike…


	17. Round 2: Venom vs Hulk

Venom and the Hulk jumped at one another, their fists raised to make the first punch. Venom earned that reward by slamming into Hulk's chest, sending both of them crashing into a nearby building, crashing all the way through to the other side and falling down 30 feet into a parked car, destroying it instantly.

Laughing, Venom put his hands together and lifted his combined fist over his head. Hulk saw this and grabbed the symbiotic murderer's head, crushing it. Venom screamed in agony as his head was crumpled. The pain was so much that he failed to notice the Hulk throwing him across the street into another building with one hand. Venom crashed against the window, sending glass over the entire floor and stabbing him in the process.

Venom grabbed another syringe of chemical x and stabbed it into his neck. His crumpled head healed instantly, snarling at the green mammoth that was getting off the damaged car. Venom put his hands together and fired off a stream of black lightning, aimed at the Hulk's chest. Hulk saw this coming and leaped to the air, disappearing from sight.

Venom stood up and looked up at the sky, wondering where his enemy had gone. He was answered once he heard a mighty roar and saw a green blur falling towards him. Venom was about to zip away and dodge the green giant's attack, but the Hulk was too fast. He landed on Venom, planting his feet on his body, crushing the symbiote and creating a large pothole.

The Hulk wasn't done just yet; he grabbed the albino symbiote's neck and bashed him in the jaw. The force of the punch shattered every tooth in Venom's mouth, leaving him looking like an old man who'd lost his dentures.

"Is that all you've got?" the toothless demigod questioned as his teeth grew back. The Hulk replied by raising his fist back, ready for another punch. Venom stopped this from happening by kicking the Hulk off him, sending the beast flying a few feet away. Venom then stood up and charged for his enemy.

Once he reached the Hulk, Venom began jabbing him repeatedly in the abdomen in a rapid matter. This did nothing but irritate the green goliath; and as everyone knows, the madder Hulk gets, the stronger he gets. Hulk raised his fist and punched Venom straight in the face, sending him flying back and skidding to a halt on his back near an electrical transformer.

Venom lifted the upper half of his body, rubbing his head and trying to shake off the stars flying around his head. Venom's pain faded away in an instant once he heard the Hulk's trademark roar and saw him running straight towards him. Turning around to see the transformer, Venom smiled and got an idea.

Once Hulk was in range, he pulled his fist back and sent another punch at Venom, but the symbiote anticipated this. Venom grabbed the Hulk's fist and with a bit of effort, was able to flip him onto the transformer; destroying it instantly.

Back at the White House, all the heroes were gathering the bodies of the Fantastic Four and laying them on the floor to let Beast check on them.

"How are they?" Spider-Man asked.

"They're knocked out but alive," Beast sighed. "Barely."

All of the sudden, the lights went off in the White House. Ghost Rider's head was the only thing that lit the room all the heroes were in.

"What just happened?" Shadowcat asked.

"The fight between Hulk and Venom must've destroyed the power source," Iron Man theorized.

"That means Venom might not have a chance to set off the nukes!" Captain America was lifting with optimism.

"Shouldn't a national landmark have back up generators?" Deadpool's question was answered once the lights came back on.

Iron Man face palmed. "The one time you open mouth, you doom us all."

"Don't worry, Tony," Deadpool reassured. "I drive more people to suicide with mouth than kill them. I kill everyone else with my gun or my sword."

Back outside, Venom was standing over the Hulk's fallen form, highly disappointed.

"That was it?" Venom pondered. "That was the strongest one there was?"

Venom was answered once the Hulk's eyes shot opened and his large hand wrapped around his white neck.

"Hulk strongest one there _is_!" Hulk stood up and tossed Venom away as if he were a softball.

Venom was sent flying, and screaming, all the way until he crashed onto one of the most unexpected areas; the Lincoln Memorial. Venom crashed right onto the stone chest of one America's greatest presidents, demolishing it.

Once Venom opened his eyes, he saw the Hulk flying straight towards him. Venom groaned in annoyance and rolled his eyes back. But by doing that, he saw Lincoln's stone head still intact and smiled once he got a sick idea. Venom jumped up and grabbed both edges of the memorial's head and pulled back. Dust and debris were sent flying as the stone head was ripped off its shoulders.

"Hey, Asshole, catch!" Venom threw the stone head at the Hulk, but the Hulk just went right through it, turning it into dust, and continued to fly towards his albino enemy. Venom was punched in the face again and sent flying into another street; and the Hulk landed on his chest before Venom could get up.

"That's it!" Venom had had enough and shot his eye lasers at the Hulk's face, blinding the green giant. The Hulk roared in pain and stepped off Venom, grabbing his damaged eyes as they healed.

Venom jumped up and hooked Hulk in the right side of the face, sending him spinning. Hulk growled and kneed Venom in the gut. Though the wind was knocked, Venom stood his ground and sent an uppercut to the Hulk's chin. The Hulk responded to this attack by sending a massive haymaker towards Venom's head, sending black blood and teeth onto the floor.

Venom sent jab after jab at the Hulk's chest again, but once he was done, he jabbed both hands underneath the jade goliath's mouth and Venom threw him behind him. Where the Hulk landed, Venom didn't care.

This time, the Hulk was the one rubbing his head as he stood up and saw Venom running towards him. The Hulk snarled and both titans hit each others fists, sending a large vibration throughout the block, destroying the windows of many surrounding buildings. They then grabbed onto each others hands and began to wrestle against one another. The Hulk seemed to have the upper hand, sending Venom bending back in pain. But Venom surprised Hulk with a hard head butt, dazing the taller giant. Venom took advantage of the Hulk's dazed state by stabbing his talons into the Hulk's green chest. Hulk roared in pain as the talon piercing his skin and even going through the muscle. Venom decided to end the fight by removing his talons from the Hulk's chest and punching him repeatedly in the head until the Hulk was once again Bruce Banner, who fell to the floor unconscious.

"Puny Banner," Venom taunted as he spit on Banners unconscious form. "Pathetic little scientist, thinking you could stand up to me."

Venom leaned over in exhaustion. "Boy, what a work out. Need to reenergize."

Venom got another syringe of Chemical X and jabbed it into his neck, sighing in both relief and ecstasy. "Now, what was I suppose to do? Oh, yeah, go over to the White House; kill all the superheroes, blow up the world, and go back home."

Venom grabbed Banner by the neck and flew back to the White House.

**Back at the White House**

Spider-Man was tensing up as he just noticed something. "Um…guys?"

"What is it?" Captain America asked.

"Have any of you noticed that the vibrations stopped?" Spider-Man questioned.

"Maybe the fight between Hulk and Venom stopped," Cyclops theorized.

"But who won?" Spawn questioned.

The thought process of all the heroes was interrupted once an explosion was heard on the roof. Everyone turned their heads and saw Venom floating in the hole through the ceiling; Bruce Banner slumped over his shoulder.

"This answer your question?" Venom tossed Banner onto the floor, in front of all the shocked heroes. They all prepared for battle, some snarling, others taking out whatever weapons they had. Venom just grinned. "Can we hurry up and get this over with? I've got a schedule to keep, a planet to destroy, and a planet full of symbiotes whose freedom I have to take away."


	18. Round 3: Venom vs XMen

"Can we hurry this up? I've got a schedule to keep, a planet to destroy, and a planet full of symbiotes whose freedom I have to take away," Cyclops was the first to respond by shooting his optic blast straight at Venom's face; direct hit. Venom fell to the floor, screaming and grabbing onto his damaged face.

"That answer your question?" Cyclops taunted.

Venom opened his damage eyes. For some reason everyone always aimed for his face. He opened his damaged eyes, his vision blurry but able to make out the shapes of all the heroes.

"You one eyed Motherfucker!" Venom put his hands together and they build up with energy. Iron Man sees what the albino is doing and prepared a rocket. He fired it in between the monster's legs and Venom was sent flying, and screaming, all the way to the Washington Monument. He was smacked back first against the monument like a bug and slid down all the way into the Reflecting Pool.

Venom gurgled in the water, the bubbles rising from the water. He then raised his head from the water. "They think that a rocket to the crotch will…oh, crap."

Venom saw the X-Woman, Storm; floating about 20 feet above him and her eyes were white; that only meant one thing. Storm lifted her hands in the air and she was surrounded storm clouds and then struck the Reflecting Pool with a bolt of lightening. Venom screamed in agony as he was electrocuted. By the time Storm had finished her attack, Venom was face down in the water, his body smoking.

Storm floated down to the ground, snarling at Venom's fallen form. She was then joined by the rest of the X-Men.

"Is he dead?" Shadowcat asked in fear.

"He just faced and beat the Hulk and the Fantastic Four," Beast reminded. "I doubt something like water and lightening will keep him down."

"We should contain him and quickly," Emma Frost suggested.

"If it we could, I'd suggest leaving this baby killer to rot!" Wolverine pointed at Venom's fallen form. "But since this bastard's got some sort of immortality, we've got to keep him still and find a way to kill him afterwards. You got any ideas, soldier boy?"

While Cyclops was giving orders on how to contain Venom, the still smoking symbiote was behind the X-Men, struggling to get up. He growled as he looked at the group of mutants, especially the one who electrocuted; all the while not noticing the huge hole in his stomach.

"Mutants!" Venom roared and the X-Men did a simultaneous 180. "Look at me, you freaks! Just look at me! I'm soaking wet!"

"You have a huge, gaping asshole on your stomach, and you're calling us freaks?!" Ice Man chastised.

Venom looked down at the huge hole in his stomach, possibly caused by Iron Man's rocket. "I have a hole in my belly? I HAVE A HOLE IN MY BELLY!"

Venom growled and foamed at the mouth as he grabbed more Chemical X, but before he could inject himself, Nightcrawler teleported behind him and grabbed his arm. Venom tried shaking off the blue mutant off him. "Get off me, you blue monkey-fuck!"

Venom extended his neck and bit down on Nightcrawler's arm. Nightcrawler screamed in pain as felt the murdering sociopath's teeth dig into his skin and muscle. Nightcrawler let go of Venom's arm, but the symbiote still held onto the blue X-Man; shaking him around like a chew toy and savoring the blood flowing down his teeth.

Venom's sick entertainment was interrupted by another optic blast, courtesy of Cyclops. He was forced off Nightcrawler's arm and sent crashing back into the Washington Monument.

"Could you guys give me a few minutes to take my medicine?" Venom was answered when Ice Man froze the Reflecting Pool along with Venom.

"Good job, Ice Man," Cyclops congratulated. "Beast, go pick up the body before he thaws. The rest of you, help Nightcrawler."

Beast walked over to Venom's frozen body and crouched down to pick it up. But before he could lift him off the frozen water, 2 arms shot out of Venom's chest, cracking through the ice and grabbing Beast's wrists. Venom's grinning face broke through the ice and cracked the rest of the ice surrounding his body.

"No, no, no," Venom taunted Beast as if he were a child. The arm with the Chemical X stabbed into Venom's neck and injected the chemical into his body. Venom stood up and he and Beast began to wrestle in the water. They struggled for dominance but Venom took the cheap shot and kneed Beast in the groin.

Beast's eyes widened to twice their size as he let go of Venom's hands and covered his crotch. Venom took advantage of Beast's vulnerable form by grabbing his blue furred head and dunking it into the water beneath his feet. Venom whistled as Beast struggled to escape his grip and drowning. While Venom was enjoying the sight of one of the strongest X-Men drowning, Rogue took off her glove and sneaked up behind the symbiotic sociopath.

Venom continued to whistle his sick tune, ignorant to the X-Men's southern belle's sneak attack. Her hand moved closer and closer to Venom's white, slimy hide; but then a spike shot out of Venom's back, stabbing Rogue in the hand.

Rogue let out a loud scream of pain as the spike stabbed through her hand and passed by some of her tendons. Venom's head did a 180 degree turn and grinned sadistically at Rogue's pained expression.

"You thought a touch was going to stop me, you southern whore?!" Venom retracted the spike from her hand as he grabbed Rogue by her hair and tossed her to the concrete floor, breaking her nose in the process and knocking her out. He then turned to see the rest of the X-Men. "I just took out 3 of your members. Can't you do better than that? Ha! No wonder humanity hates you people, your pathetic!"

This didn't sit well with Cyclops who shot another optic blast aimed for Venom's head; the symbiote anticipated this and ducked out of the way. He then fired his own lasers directly at Cyclops head, sending him flying back and knocking him out.

Ice Man prepared another blast of ice, but Venom breathed a blast of his own ice and froze Ice Man in ice that was at least 8 feet thick. "Try escaping that, you frozen piss popsicle! Who's next?"

Storm readied her storm clouds and shot another lightening bolt directly at the symbiote, but instead of being struck, Venom absorbed the lightening shot it back at the former weather goddess. "Now you know how it feels, you damn nigger! You…"

Venom's racist insults were halted once he grabbed his head and screamed in pure agony. He fell to his knees, feeling as if worms were probing his mind. He struggled to open his eyes; and when he did, he saw Emma Frost using her telepathy.

"Keep going, I'm going to cut this fucker's head off," Wolverine barred his adamantium claws and walked over to Venom's weakened form.

"No…you won't…you fucking midget!" Venom struggled but he was able to fire a spike out of his hand straight at the blonde telepath. She saw this coming and instantly transformed to her diamond form, much to Venom's advantage.

"Dumb bitch!" Venom zipped straight towards the Washington Monument and stabbed his talons into the memorial. Using all his strength, he lifted the stone monument off the ground and wound it like baseball bat. "Say hello to the biggest dick in the world!"

Venom swung the monument at the X-Men. Wolverine ducked while Shadowcat phased through the stone memorial, but Emma was too shocked at being tricked that she couldn't move or get out of her diamond form. And since her diamond form was nearly indestructible, once the monument hit her, she was sent flying like a baseball. Venom then dropped the monument and looked for his next victim.

"Who's next?" Venom saw a nervous Shadowcat, shivering and wide eyed. He gave her a sadistic grinned and walked up to her like a monster with his arms raised. "Come here, little kitty; I'm going to eat you!"

Shadowcat ran towards Venom and phased through him, surprising him. He turned around and saw the young mutant running away.

"Oh, no you don't," Venom formed another spike in his hand. "Long dart!"

Venom threw the spike and it went through Shadowcat's ankle and foot. She screamed as she fell to floor, the spike going further down her foot. She began to pant and weep as her blood began to drip onto the grass she fell on. Venom snickered at the pathetic sight and began to walk over to her, sick ideas going through his head.

"I'm going to make you squeal like a pig!" Venom marched closer to the wounded girl, but he was knocked down by a punch that felt like metal. "Who dares strike-oh, it's you."

Venom saw Colossus standing over him like a god ready to make his judgment. "Pick on someone your own size, you coward!"

"You asked for it!" Venom stood up and began to repeatedly punch Colossus' metallic body, but the hits had no effect as Colossus stayed standing. Colossus punched Venom in the jaw, shattering every tooth in his mouth. "Okay, we'll play by your rules."

Venom turned his body into metal, just like Colossus. He punched the Russian mutant, this time the strike did have the desired effect as Colossus was sent stumbling back. The gentle, metal giant still kept his ground and soon, their battle became a brawl of metallic titans. They punched, kicked, kneed, and elbowed one another; tiring the other but both still stood. Venom decided that he had enough of this battle and decided to end it by head butting the giant Russian mutant. It was strong enough to revert Colossus back to his human form and knock him out.

Venom laughed as he saw all the fallen mutants. "That was it? That was the best the mutant community had to offer? Oh, wait; I forgot one more."

Venom kept his sadistic smile as he turned to look at Wolverine; standing and glaring at the evil symbiote. "The one who's the best there is at what he does. The mutant without a past. Weapon X's greatest failure…next to Deadpool, of course."

Wolverine growled and with a *SNIKT*, his adamantium claws were bared.

"Shiny!" Venom snickered. "Wolverine; the Fantastic Four, your pathetic X-Men, even the fucking Hulk couldn't stop me. What makes you think you'll be any different? Do you even know any way to kill me?"

"I'm going to cut your goddamn head off!" Wolverine growled. "See if that works."

Venom smirked at the short man's threat as he prepared for battle.


	19. Round 4: Venom vs Wolverine

Venom began his battle against Wolverine by firing his eye lasers at Wolverine's chest. It was a direct hit and Wolverine was sent flying all the way back through a wall of the White House and he crashed into a piece of furniture.

"That was it?" Venom walked towards Wolverine's fallen form. "That was the best you were at what you do?"

Upstairs, the rest of the heroes were watching Venom walk causally towards Wolverine.

"We have to do something!" Spider-Man whispered.

Iron Man held the young hero back. "No. Remember; its Wolverine this slime-ball's fighting against."

Venom reached the area where Wolverine had crashed into and walked through the hole. It turned out Wolverine had crashed into a bed and turned it into a pile of wood and mattress stuffing. There was smoke coming out of the huge tear in his costume and Venom could see the burn mark.

"That was it? That was the best you could do at what you do best?" Venom lifted the short X-Man by the collar of his torn costume. "You know, I've always wanted to see what adamantium tasted like."

Venom licked Wolverine's burly chin and was met by a fist underneath his chin.

"Here's a taste!" *SNIKT* Wolverine stabbed the symbiote underneath the chin and the blades went through its mouth all the way through the head.

Venom screamed in pain as Wolverine stood up and tossed him through the ceiling. Venom crashed through the concrete and ended up in the room with the rest of the heroes. He fell off the ceiling and landed on the floor with a loud *thud* as all the heroes watched in awe.

"Did Wolverine do that?" Spider-Man pointed at the groaning symbiote.

"If it wasn't the yellow runt, then the Phoenix is back to seek revenge on us all! We're doomed again!" Deadpool shrieked before hiding in the safest place he could find; Elektra's cleavage. The Greek assassin growled at the mercenary's perverted idiocy in the face of danger and she stabbed him in the head with her sai. This did nothing to him as he just removed his head from her breasts and pulled the blade from his skull and handed it back to Elektra. "You seemed to have misplaced this in my skull."

She yanked her sai back. "I should've known you didn't have a brain in that thick skull of yours."

Wolverine jumped in through the hole that Venom created, snarling at the fallen symbiotic demigod. Venom lifted his head and stood up growling at the feral mutant.

"I'm going to tear your skin off and keep your metal skeleton as a trophy!" Venom threatened.

Wolverine brandished his claws. "Come get some."

Venom leaped towards Wolverine, but Ghost Rider got in the way and sent the symbiote flying back into a wall with a single punch. Venom pulled himself out of the damage wall, groaning and shaking the stars out of his sight. Once his sight was clear again, he saw all the heroes in the room, standing and ready for battle.

"Get out my way!" Venom demanded. "First I tear the little runt in half then I kill all of you spandex fuckers and your planet!"

"No! We will no longer stand by and let you get away with murder!" Captain America was beginning one of his heroic speeches.

"Enough talk, human!" Ghost Rider yelled. "Can we just kill him already?!"

"There's something we can all agree with," Wolverine commented.

"You all want to die together? Fine, but we do it by playing my little game!" Venom flexed up as if he was trying to tense a muscle. The heroes looked on in confusion at what Venom was trying to do. They were answered once Venom stretched his upper body 8 feet and grew extra arms; at least 15 of them. On each hand, instead of fingers he had weapons such as blades, axes, buss saws, and maces. He began to spin his arms around him while whistling a demented merry-go-round tune. "Step right up and play the wheel of death!"

"Oh crap," Spider-Man muttered before Venom brought down one of his large axe hands upon the group of heroes. They scattered before the weapon impaled the hard wood floor. They then circled around the psychotic carnival ride.

Ghost Rider was the first to attack. He breathed fire onto Venom's side and enjoyed hearing the sick symbiote scream in pain as the flames burned his slimy skin. Ghost Rider's attack ended once he noticed Venom bring a bladed arm down. Ghost Rider barely dodged the blade, which stabbed the floor just like before.

Punisher took out the M60 he had brought for this battle and began firing. Venom just absorbed the bullets and turned his head 180 degrees to look at the skull shirt vigilante. Venom spit out the bullets identically as Punisher's machine gun, directly at the Punisher. Punisher ducked to avoid the bullets and ran, every bullet hitting the wall and destroying the portraits of the previous presidents.

Elektra took advantage of the symbiote's distraction and threw her Sais at the back of his head. It hit the back and went through his eyes, temporarily blinding him.

Venom screamed in pain as he lost his sight and twisted his neck towards the Greek assassin's direction. "You fucking whore! Try to turn me into your ex-boyfriend, will you!"

Venom grew two little hands from the top of his head and pulled the blades out of his head. And threw them back at their master. Elektra jumped out of the way and the Sais hit the floor. She grabbed the blades off the floor.

"You missed, you albino slime!" Venom responded by trying to hit her with a buzz saw arm. But she flipped out of the way and his spinning weapon was lodged into the floor. Venom tried to pull the weapon out of the hard wood floor, but he couldn't budge it. He was stuck.

Wolverine took advantage of this and with a battle cry, ran up Venom's trapped arm towards the symbiote's face. Wolverine began to slash at Venom's face with a fury never seen before.

"Ah! Get off me, you fucking midget!" Venom screamed as his face was torn apart. Pieces of his eyes, cheeks, teeth, and tongue were falling towards the ground and regenerating on his face; only to be cut off once again by Wolverine's claws. That wasn't the worst part; the pain from Venom's face caused his arms to flair about, destroying the Oval Office and barely missing the heroes; some dodging the bladed arms, others like Spawn using his cape to protect himself and Doctor Strange casting a spell to form a shield around himself.

"Hey, Petey, good thing this lunatic isn't a lumberjack," Deadpool commented as he dodged an axed arm.

"No kidding," Spider-Man jumped around a nearby wall, dodging all of Venom's arms that were stabbing it. "The only that would be safe in the woods, would be the trees!"Spider-Man dodged another blade and jumped to the floor.

Venom grew 2 extra arms from his chest, grabbed Wolverines legs, and threw the feral X-Man to the ground next to all the heroes.

"I've had it with you do-gooder motherfuckers!" Venom put two of his arms together and transformed them into a large, white hammer. "Prepare to die!"

Spider-Man saw the damage done to the floor and shot out his hands. "Wait, Venom; if you bring that hammer down, you'll destroy the entire floor."

"Parker, do I look like somebody that gives a shit about national monuments?" Venom brought down the hammer onto the large group of heroes but they dodged out of the way. Unfortunately for everyone in the room, the hammer strike caused the floor to start cracking all around them and was straining from all the weight. "Uh-oh."

All the conscious heroes and Venom's weight split the floor in half and they were sent screaming towards the first floor. They piled on top of one another, moaning and groaning.

"Whose hand is that?" She-Spawn questioned.

"I saw an opportunity and I took it," Deadpool answered.

"Guys…do you hear that?" Everyone in the Meta human dog pile shut upped and listened to more creaking of wood; they realized it was the floor underneath them.

"Oh, you've got to be shitting…" Iron Man began before the floor cracked below them and revealed that it was hollow. "…ME!"

The heroes were sent falling down a few feet into the mysterious, metallic room. They were prepared this time and scattered away from Venom; who was the only one to land on the floor, face first.

Ghost Rider looked around the room, wondering where they landed. But he saw Venom lying helpless on the ground; and he decided that now was the best time to extract vengeance on the child murderer. Before he could take one step, a chain shot out from behind a large display of computers and wrapped itself around his boney neck. The chain yanked the struggling demon back and before he knew it, Ghost Rider was with the other Avengers. The chain returned to its master; Spawn.

"Why did you stop me?!" Ghost Rider yelled. "This could've been our perfect chance to kill him."

"We can't risk that here," Captain America informed.

"Why not?"

"This is where the US government keeps about 10% of their nuclear weapons," Cap revealed.

"What?!" Spider-Man yelled in a low whisper. "Where?"

"It's over in the next room," Iron Man pointed. "My dad use to tell me about how he helped build this place. Cap's right, if we engage Venom here; we could risk detonating one of the bombs and start a chain reaction. It might not destroy the rest of the world but God knows how many States it could wipe out."

"Thanks for pointing out the obvious," Spider-Man sighed. "Just so we're on the right track here, how much is 10% of America's nuclear arms?"

Iron Man thought for a second. "About 100000."

"Great," Spawn face palmed. "Wait, where's Wolverine?"

Venom rubbed his head, groaning as he came back to his senses. He opened his eyes and looked around, not finding any of the heroes. He got on his hand and feet like a spider, sniffing around for his enemies.

"*SNIFF* *SNIFF* I smell necroplasm *SNIFF* I smell brimstone, I smell gunpowder *SNIFF* and I smell Parker. But where's the smell of adamantium, alcohol, cigar smoke, and bad hygiene?" he sniffed around a bit more and he started to pick up a familiar scent. He slowly turned around to see the Canadian mutant standing tall and staring him dead in the eye. Wolverine wasted no time in making Venom suffer as he unsheathed his claws and stabbed Venom in the eyes.

Venom screamed in pain as Wolverine spun him around and threw him through the hole everyone created. Venom hit a wall upside down and slid down to land on his head. As soon as he opened his eyes again, the first thing he saw was a pair of blue boots.

"Get up!" Wolverine ordered.

Venom spat, and even with the position he was in, he was still able to hit Wolverine's face.

Wolverine wiped the saliva from his face, grabbed Venom by his neck, and lifted the monster above his head. "I told you to get up!"

Wolverine began to repeatedly punch Venom back and forth across the face. After a bit, Venom finally caught Wolverine's fist.

"You dare strike a God?!" Venom kneed Wolverine in the gut, knocking the air out of him. He then uppercut him across the room, hitting the wall.

Venom then ran towards Wolverine, intending to end the battle. But the yellow clad mutant caught the albino symbiote by surprise by axe kicking him in the abdomen. Venom stumbled back as Wolverine got back on his feet.

Wolverine ran up to Venom and socked him across the jaw. "That was for the Powerpuff Girls!"

Venom spat out a tooth. "Who?"

"The 3 little girls that you murdered!" Wolverine reminded.

Venom laughed. "Wolverine, if I knew that the death of 3 little sluts would pain you so, I would've killed more," Venom grabbed Wolverine's clawed hand before he could slash his face. "And kill more I shall. Carry that little thought with you to oblivion, Wolverine."

Venom's eyes heated up to put an end to the feral mutant. But the anger of Venom laughing at the death of 3 little girls encouraged Wolverine to cover Venom's eyes. Venom screamed as his laser beams were blocked and caused a small explosion.

Once the smoke cleared, Wolverine pulled himself out of the debris that was surrounding him. His costume was slightly torn, but he was fine. Once he stood up, he saw a tall figure shadowed by the smoke and prepared for another battle. But what he saw once the smoke cleared put him at ease; Venom was slouched, barely able to keep himself up, rasping, and his face was black as night.

Venom limped towards Wolverine, barely able to keep his balance. He tried punching at Wolverine, but the strike was so slow that to the shorter mutant, it felt like a small child trying to hit a brick wall. Venom then fell against Wolverine shoulder, exhausted by his own attack used against him.

Wolverine growled at the monster on his shoulder and uppercut Venom and he ended up landing on his albino backside. "Talkin' shit, that's your style! You're no God, just some punk with superpowers! And I'm sending you to Hell in pieces! Hear that, scum bucket? Pieces!"

Wolverine grabbed the inside of Venom's upper jaw and pulled back. "First I'm taking out your filthy tongue! Then you can try screaming when I cut out those red eyes of yours! It'll be sweet."

"Get…off me…you fucking midget!" With his last ounce of strength, Venom was able to protrude spikes from his back and shoot them at the mutant holding him down. Wolverine was sent flying to the other side of the room and was crucified.

Wolverine struggled but was unable to escape. "When I get down from here, I'm going to tear you into pieces and barbeque it!"

Venom limped towards Wolverine. "You're…in no position…to make any threats. I'll kill you momentarily…but first…I need a smoke."

Venom reached inside the struggling mutant's pocket and pulled out one of his cigars and lighter. Venom unwrapped the thick cancer stick and attempted to light it, but the lighter wasn't doing any good. Growling he threw the lighter to the ground and engulfed one of his hands in flames and used it to light the cigar. He took a few puffs and exhaled the cancerous fumes on Wolverine's face.

Venom laughed as the trapped mutant coughed. His laughter was ended once he felt his side shock him in pain.

"Ow, my sides," Venom felt a gun pressed against the back of his head. "Could you give me a few minutes? I'm trying to enjoy a cigar here."

Punisher ignored Venom's plea and pulled the trigger of his M60. Venom's head was splattered against the wall next to Wolverine and the cigar he was smoking fell to the floor. Venom's headless body fell on its knees and then on its chest.

Wolverine looked at the Punisher, Elektra, and Daredevil standing behind the headless and fallen body. "Do something about that body before its head grows back!"


	20. Round 5: Prelude to Battle Royale

As soon as Wolverine warned the 3 vigilantes of Venom's body coming back to life, the symbiote's headless body stood up and walked towards the skull shirted vigilante that blew his head off.

Punisher wasted no time in pumping lead into the baby killer's body. The bullets ripped through his body, leaving holes and tearing off an arm and a leg. After pumping enough lead to put down an elephant, Venom's one legged, one armed, and headless body fell backwards to the floor; bleeding some kind of black substance all over the floor White House.

All the Avengers came up behind the other heroes.

"Is he dead?" Captain America questioned, looking at Venom's destroyed body.

Iron Man scanned Venom's dead body. "It's hard to tell. Venom has no pulse, heat, or heart beat."

"Doesn't matter, I'm going to incinerate this monster," Ghost Rider inhaled deeply and breathed fire onto Venom's lifeless body. The corpse burned into a pile of ash with the imprint of what use to be a body. "Burn in Hell, Venom."

"Phew, thank God that's over," Spider-Man sighed in relief.

"Little help?" Wolverine indicated towards the spikes that had him impaled to the wall. Spawn walked over to him and pulled the spikes from his body with minimal ease. Wolverine landed on his feet and his wounds healed in an instant. "Thanks."

"All right, everyone grab the heroes that are knocked out and take them over to the jet," Iron Man ordered.

"Dibs on Kitty Pryde," Deadpool insisted.

"Even after facing Armageddon, you still have your priorities straight. Don't you, you pervert?" Spider-Man laughed and lightly punched his maniacal friend in the arm.

While all the heroes were busy gathering the Fantastic Four, Venom's head began to split into about 20 little action figured sized Venoms. The mini-Venoms talked to one another in a strange gibberish and ran over to their master's charred body.

The little Venoms were so small that they were undetected by any of the heroes' powers as they cut open the main Venom's burnt chest. One of them jumped inside and grabbed a needle of Chemical X. Laughing together; the tiny Venoms each took a sip from the needle before stabbing the rest into their master.

The ash surrounding Venom's body began to chip away as he began to heal. His arm and leg grew back in an instant as his small clones began to fuse together to form his grinning head. A tendril shot out of his neck and attached to his head, yanking it back and reattaching to cause more damage to the do-gooders.

Outside, Ghost Rider had the unconscious Thing slung over his shoulder while Spawn was holding the Human Torch as they walked towards the jet. But before they could even get close to the jet, Ghost Rider stopped in his tracks.

"Do you sense that?" Ghost Rider asked his fellow Hell creature.

"Yeah," Spawn's eyes widened. "Shit, we should've known better!"

"But no mortal soul can survive hellfire!"

"Venom doesn't have a soul," Spawn reminded. They both gently place their comrades on the floor and turned to see Venom creeping up on the Punisher. "Castle!"

The Punisher held on tight to his gun and turned around. But Venom was ready this time and slashed his claws across his enemy's face. Punisher screamed in pain as he dropped his rifle to cover his bleeding face. Venom took advantage of the Punisher's vulnerability by grabbing his rifle by the barrel.

"Fore!" Venom swung the M60 as if it were a golf club and hit the Punisher on the chin. The skull shirt vigilante fell down onto a bush on the ground floor. Venom jumped down in front of the bleeding man and aimed his own rifle at his face; the sadistic grin ever evident on his face. "You enjoy shooting people, Castle; now let's see what happens when you're on the other end of the barrel."

Punisher closed his eyes, waiting for the end. If he was going to die, at least he could take solace at the fact that soon he could see his family again.

But he wouldn't get that chance as Venom's body was wrapped by chains and he dropped the gun. "What the fuck?!"

Venom was answered as Spawn threw him into a nearby building. Soon, all the heroes that were still moving joined him.

"Great, the battle begins again," Iron Man groaned.

"Great, we got a crossover with an enemy that's starting to put Onslaught, Apocalypse, Thanos, Civil War, House of M, Secret Wars, Secret Invasion, Messiah Complex, and Dark Phoenix to shame; and Thor isn't anywhere to be seen," Deadpool commented and broke the fourth wall, listing just about every major Marvel crossover.

"What about the Clone Saga?" Spider-Man asked.

"Are you insane?" Deadpool turned to his friend. "I mean, I know _I'm_ insane, but come on; you know nobody liked the Clone Saga."

Spider-Man just crossed his arms. "Not my fault."

"Will you two shut up?!" Ghost Rider screamed and pointed at the sky. "We have bigger problems."

They all looked up to see Venom flying down towards them, feet first. He then put his legs together and transformed them into a giant drill.

"SCATTER!" Captain America yelled and everyone did as they were told.

Venom ended up drilling into the ground, all the way to his waist. He just sighed in annoyance. "Give me a break."

Once Venom looked away from the minor set back of his leg weapons, Venom looked up to see Wolverine, Elektra, and Daredevil looking down on him with their weapons raised high.

"Can't we talk this over?" Venom was answered by Wolverine cutting off his jaw. "You son of a bitch! You cut off my fucking jaw!"

The vigilantes continued the onslaught by cutting off pieces of his upper body or bashing his head in. "Ow, ow, god damn it! Bitch that was my arm! Agh, you blind douche bag, stop hitting my fucking head! Aah, my other arm! That's it!"

Venom once again charge himself with some kind of white energy, and before the 3 superheroes surrounding him could run away, he self destructed and sent them flying. They skidded on the ground, knocked out. As for Venom; his upper body was split in half with a huge gaping hole in the center, surrounded by about 13 syringes filled with a black substance that was foreign to the other heroes.

Spider-Man shot a web towards one of the syringes and yanked it towards himself. "What is this stuff that he's been putting into himself?"

Iron Man scanned over it. "It's not a natural substance. And I don't think I have any information on what it could be."

"You think it could've been what gave him his powers?" Captain America asked as the West and East Coast Avengers all joined together.

"Either that or it's a bad drug addiction," Iron Man theorized.

"You would know, wouldn't you, Tony," Spider-Man cracked at Iron Man's "former" alcohol addiction.

"Very funny, Spidey," Iron Man sighed. "We've got to get you to stop hanging around Deadpool."

"Hey, I take offense to that," Deadpool crossed his arms, offended. "If it weren't for me, the little guy wouldn't know about the fourth wall or how it's okay to shoot a guy in the kneecaps."

"Whatever. Let's just get that stuff away from him and do something about his body before he…"

"DON'T FINISH THAT SENTENCE!!!" Deadpool screamed out in fear.

"What the hell are you talking about?" Iron Man questioned his insane teammate.

"Every time somebody says something about Venom getting back up, he gets back up and kicks the person or person's asses as soon as he does," Deadpool explained and everyone was surprised at how for the first time, something that came out of Deadpool's mouth actually made sense.

"You know? For once, Deadpool's right," said She-Hulk.

"Whatever. Just get the syringes away from him body before…" Iron Man remembered what the merc-with-the mouth said. "You know."

As soon as one hero took a step towards Venom's syringes, he sprung out of the hole he was stuck in and leaped towards his drugs, his upper body still split in half.

"No! You can't have them! They're mine! MINE!" Venom yelled like a mad junkie before shoving all of his syringes into the gaping hole in his chest. He took one out and jammed it into his neck again, healing himself in an instant.

"Holy shit, I was wrong!" Deadpool rubbed his chin. "I wonder if I was also wrong about Lady Deathstrike being a man."

Deadpool's train of thought was interrupted by a loud roar from Venom.

"Guess it's up to us now," Spider-Man realized as he pocketed the syringe from Venom's sight.

"You're right, Parker. And I'm going to savor tearing you, your filthy slut of a girlfriend, and your friends APART! It'll be better then when I beat those girls to a bloody pulp," Venom charged at the heroes with a battle cry. He failed to notice the glares and snarls they were giving him; they don't take kindly to a monster taking pleasure in harming little children.


	21. Round 6: Avengers and a Thunder Storm

Venom ran at the large group of Avengers, who all dodged out of the way of his attack except for She-Hulk. She reeled back her right arm and punched him straight in the face, sending him flying back into the White House. It was the last straw for the beloved national anthem; the White House fell from the strain of all the destruction the fighting caused.

"Damn!" Spider-Man exclaimed.

"Are we going to have to pay for this?" Deadpool asked.

"That doesn't matter, let's find him and finish him before things get any worse!" Iron Man flew towards the destroyed building and searched for the fallen symbiote. He didn't have to search far as he saw a huge pile of debris being pushed aside and Venom came out. Venom's face was dented in and he was struggling to talk and see. Despite the hilarious sight, Iron Man still kept a straight face knowing that things could get worse any moment Venom was walking with chemical x in his system.

Venom stuck his thumb in his mouth and blew; his face popped back like a balloon. He shook the dizziness out of his head. "Goddamn, green skinned, fat ass slut!"

Iron Man aimed his repulsor blaster at the white symbiote. "All right, you baby killing son of a bitch, drop all your syringes and put your hands behind your head!"

Venom snarled at the armored superhero. "Who the fuck do you think you're talking to, Stark, the Mandarin?"

"Fine, I was hoping to put you down myself!" Iron Man fired a repulsor blast, but Venom simply dodged it. He then flew up towards Iron Man with the intent to slash him apart with his claws, but Iron Man sent the monster flying back with a metallic uppercut.

As Venom tried to regain his focus, Ms. Marvel and Spider-Woman flew up to him and began to attack him with a combination of fast kicks and punches to his body.

Venom began to double over in pain in every direction, in mid-air, over all the punches and kicks that were hitting him. Before the two female heroes could hit him one more time, Venom grabbed the back of their heads. "Filthy whores!"

Venom slammed their faces together, breaking their noses and knocking them unconscious. They began to fall to the green grass far below, but luckily for them, Spider-Man created a large web so that they landed on that instead of the grass.

"Hey!" Venom turned his head to see War Machine aiming his Gatling gun at him. "That's no way to treat a lady, punk!"

War Machine fired his weapon, showering Venom's head with bullets. Venom screamed in pain as the bullets ripped through his face, turning it to mush and he fell to the ground. Venom struggled on the ground and moved his hand to his stomach for a syringe. Hawkeye took advantage of Venom's fallen form by firing four arrows at him; impaling him in the arms and legs, sticking him to the ground like a grotesque crucifix.

Venom had one good eye left in the mess of his head. And when he opened it, he saw Deadpool, Ghost Rider, Spawn, She-Spawn, Iron Man, and War Machine standing over him with their weapons of choice aimed at him.

"Oh, no," Venom muttered before he was littered with flames, necroplasm, bullets, and repulsor blasts. Once the smoke cleared, all that was left were thirteen syringes and small splatters of white, symbiotic mass along with Venom's left arm.

"Is he de-…?" She-Spawn was cut off by Iron Man's hand.

"Don't finish that sentence. Let's just destroy these syringes and go home."

"Dibs," Deadpool aimed his machine gun at the syringes; but before he could pull the trigger, Venom's arm jumped up and stood on its fingers while no one was looking. The arm jumped up towards Deadpool's gun and cut it with its claws, shocking everyone.

"NOOOOOO! That was my favorite gun!" While Deadpool mourned for his destroyed weapon, everyone looked at the arm go for the Chemical X and they charged another attack. But to their shock, the arm shot a web at the syringes, yanked them up, and flew to the air.

"What…the fuck just happened?" Spawn asked as they all looked at the arm disappearing into the air.

"It doesn't matter what happened, but what's going to happen if that thing gets away. War Machine, you're with me," Iron Man and War Machine flew to the air and looked around for the murdering monster.

"Jim, you find anything?" Iron Man asked his friend.

"Nothing, this guy's either hiding his energy signature or he never had one to begin with," War Machine theorized as he searched for the monster. While he was searching, he felt something-or someone- poke him in the shoulder.

"Yoo-hoo," War Machine turned around to see Venom smiling sinisterly at him. War Machine prepared his Gatling gun, but Venom head-butted him, knocking him out cold. Before War Machine could fall to the ground, Venom caught him.

Iron Man turned around and his eyes widened at the sight of his best friend being held unconscious by the child murdering symbiote. "RHOADIE!!!"

Iron Man charged his repulsor blast and fired it at Venom's head; bad idea as Venom used War Machine as a human shield. Venom rubbed more salt in the wound by using War Machine's own missile launcher against Iron Man, firing off a barrage of missiles at the golden avenger. The explosives dented his armor and left scorch marks; the damage was enough to knock him out, but not enough to kill him, since none of them hit his arc reactor.

Like War Machine before him, Venom caught Iron Man before he fell to the ground 100 feet below. "I've got plans for you two!"

Down below, Spider-Man, Deadpool, and all the other heroes were looking for the two iron warriors.

"Do you see anything?" Spider-Man looked around in the sky for his comrades.

"No," Deadpool looked at his watch. "But I sense something bad happening in 3…2…"

Spider-Man's spider sense went off and he looked to the sky and saw two falling objects. "Everyone duck!"

Everyone did as recommended once they saw Iron Man and War Machine fall to the ground at high speeds. They crashed into the ground, leaving a small pothole in the grass.

"Are they dead?" Captain America asked as he stood up.

Spawn, being able to sense the dead, could tell that they were fine. "They're alive."

"But where's Venom?" She-Hulk asked.

"You guys…" Spider-Man shakily pointed at the reflecting pool; which was vibrating. "Look!"

The remaining heroes then heard and felt stomping. They then turned around and many of their jaws drop at the sight of Venom, who was now 50-feet tall and looking down at them as if they were insects.

"You have a bad case of open-mouth-insert-dick syndrome, you green skinned slut!" Venom brought down his fist towards the hero; who all scattered just in time as his attack shook the ground and left a hand print in the ground.

Spawn was the first to attack by shooting his chains and wrapping them around the giant Venom's neck. His attack was in vain, as the giant jerked his head back and Spawn was sent flying into Venom's huge mouth. Venom began to close his mouth, but Spawn held it up as much as he can. But even with his strength, Spawn couldn't keep Venom's mouth open for long, as it came down on him. Venom bit down on the hellspawn's body, enjoying his screams of pain, but then he noticed something; Spawn tasted terrible! Venom spat Spawn out, not wanting to taste anymore of his decomposed body.

Spawn rolled around the ground, covered in saliva. Once he stopped rolling, he looked over himself in disgust.

She-Spawn came up behind him. "Spawn, are you okay?"

Spawn glared at his female counterpart. "I just rolled around in an alien's mouth and you're asking me if I'm okay?! For God's sake, Hell was more pleasant than that bastard's mouth!"

"Baby," She-Spawn muttered before looking up to see that Venom had disappeared. Keeping her mouth shut, she reached behind her back and grabbed her sickle (**A/N: Look for a picture of this character's action figure at )**. She looked around in a circle, looking for the monster.

All the other heroes were in equal shock. As soon as they turned their backs, Venom had vanished out of sight.

"Everyone get together, form a circle," Captain America ordered and everyone complied. They turned around, searching and preparing for the worst.

Out of nowhere, She-Spawn felt something invisible wrap around her neck, choking her. She dropped her sickle and grabbed for whatever was strangling her, trying to pull it off. Her attempts were futile, and she was yanked back and held up in mid-air. Venom then made himself visible again, back in his normal size and holding the female hellspawn over his head.

"Let's see if Hell creatures taste better when they have a good complexion," Venom opened his mouth wide and bit down on She-Spawn's side. She screamed as she felt his monstrous teeth tear into her skin, spilling necroplasm all over her symbiotic costume and tear off a huge chuck of her side. Venom took sadistic pleasure in causing pain to the demon, despite the fact that he hated the taste of her green blood.

"Let her go!!!" Venom heard Spawn yell and saw the reluctant demonic hero turn his red cape into an ax and charge right at him. Venom grinned and threw the woman he was torturing to the side. Before Spawn could bring his ax down and chop the alien in half, Venom grabbed both of Spawn's arms and ripped them off. To rub salt in the screaming demon's wound, Venom beat Spawn to the ground with his own arms.

"Who's next?" Venom asked as he threw the arms to the ground. Once he turned to look at the heroes, noticed something. "Where's Captain America?"

As soon as he said this, Captain America jumped up behind Venom and wrapped his arms around his neck. Venom roared and began struggling like a bull. "Get off me, you conservative motherfucker!"

"Now, Strange!" Cap ordered. Dr. Strange held out his hands and began a chant. His hands began to glow, and before Venom knew it, Captain America let go of his neck, and red chains shot out of the ground and wrapped around his limbs and neck. As much as Venom struggled, he couldn't break the mystical chains.

"It's over for you, you murderer," Ghost Rider took off his chain and began to walk over to the struggling Venom.

"It's not going to be over until I turn this planet into an atomic wasteland!" Venom inhaled deeply and snorted, despite not having a nose. Then, to shock everyone even further, he spat out a spike straight at Ghost Rider. Ghost Rider dodged the projectile and it went straight through Dr. Strange's left hand, and he was sent screaming and flying towards a wall. Once the spike impaled itself on the wall, the back of the Sorcerer Supreme's head hit the wall and was knocked out cold and the chains disappeared from his body. Grinning, Venom began to march over to the six remaining heroes.

Spider-Man got an idea. "Deadpool, get your grenades ready! Ghost Rider, Fastball Special!"

Deadpool took out a grenade and Ghost Rider grabbed him by the chest, and then hurled him towards Venom like a softball. Venom couldn't see the fast attack coming towards him and Deadpool landed on Venom's slimy shoulders.

"Who wants snacks?" Deadpool removed the pin from his grenade and shoved it into Venom's mouth. As soon as Deadpool jumped off, Spider-Man jumped in front of his enemy.

"You do!" Spider-Man webbed Venom's mouth and jumped neck to his mercenary teammate before the grenade exploded, leaving nothing but a cloud of smoke.

"And they lived happily ever after," Deadpool turned his head to look at the smoke cloud. "Except for Venom... and most of the heroes here if they're alive. Hey, if Iron Dildo's dead, I call dibs on Stark Tower."

Before Deadpool could continue his senseless rambling, both he and Spider-Man saw the smoke cloud clear and Venom was unharmed.

"You cock sucking Canadian!" Venom screamed at the merc-with-the-mouth. "I'm going to bite off your fucking head!!!"

"My… head?" Deadpool's eyes widened. "Oh crap!"

"What do we do now?" Spider-Man asked in a panic as Venom marched angrily towards his two hated enemies.

"Well, we could sacrifice you and end this fanfic quicker," Deadpool suggested.

"Oh, real nice, asshole! You do know that he's going to blow up the planet even after he kills me!"

"You got any better ideas?!" Deadpool asked his friend.

As soon as Deadpool finished his question, Spider-Man _did_ come up with an idea. "Actually…yeah."

Spider-Man grabbed Deadpool and hurled him at Venom. "No! Wait, Peter, we're friends! I'm sorry!"

As soon as Deadpool was within Venom's reach, Venom used his claws to slice off Deadpool's arms and legs, spilling blood all over the green grass.

Deadpool's torso rolled around the grass a bit before opening his mouth again. "Guys, help! Give me a hand…or more precisely an arm. A leg would be nice."

None of the heroes heard the mercenary's cry for help; as they were too busy charging at Venom in an attempt to beat him.

"Fine, I'll do it myself!" Deadpool flipped himself to his stomach and began to crawl towards his limbs. "This is why I hate fan fiction! No yellow boxes; Venom becomes all powerful and beats all the heroes; Spider-Man gets Black Cat; and what do I get? My limbs chopped off! This better not happen in any fanfic's involving me after the Wolverine movie comes out."

Black Cat wanted to make the first attack, but was held back by Spider-Man. "Felicia, you have to come with me to the bomb shelter."

"What?! Peter, you can't be serious!"

"Trust me, I have a plan," Spider-Man reassured his girlfriend. "Come on, help me grab Wade and let's run to the bomb shelter."

While Deadpool was trying to put his arm back into the stub, his torso was picked up by Spider-Man while Black Cat grabbed his severed limbs.

"What's going on?" Deadpool asked as Spider-Man ran for the demolished White House. "Are we going to have a threesome?"

"No, Wade, this is more important than your sick fantasies!" Spider-Man chastised as he and Black Cat jumped into the hole that led to the bomb shelter.

Back on land, the battle continued as the 3 remaining heroes: She-Hulk, Captain America, and Ghost Rider, circled around Venom. With the rest of their comrades down, if they didn't stopped Venom, no one would.

Captain America made the first attack by throwing a roundhouse punch towards Venom's head. Unfortunately for him, Venom ducked the attack and sent his elbow into Captain America's rib cage; cracking some of the ribs and making it hard for him to breathe. Cap wrapped his arms around his damaged chest and struggled to breathe. Venom took advantage of America's greatest champion's vulnerability by grabbing his head and throwing him to the other end of the garden.

As Venom was distracted by the pathetic sight of America's most beloved hero being taken down, She-Hulk sent a straight punch towards Venom's jaw, sending him flying and screaming to the sky.

Venom readjusted himself in the air and shot his eye lasers at the green skinned woman's chest, sending her flying a few yards and knocking her out.

Ghost Rider retaliated by throwing his chain and wrapping it around Venom's neck. "GET OVER HERE!!!"

Ghost Rider yanked back and dragged Venom over to him. Ghost Rider held Venom by the neck and brought his face up to him. "You child murdering monster! I never could use my penance stare against you before because you were one of the few creatures in this filthy universe that didn't have a soul. But, let's see if these new powers of yours gave you one. Look into my eyes! You are stained with the blood of innocent children. Feel their pain. Feel their suffering."

While the penance stare would make a grown man cry as their soul burned, it didn't seem to have the same effect on Venom. "Oh, no. Please, have mercy. You dipshit! I still have no soul to burn. Now, you look into my eyes!"

Venom shot his eye lasers into Ghost Rider's eyes, blinding him. Ghost Rider screamed, let go of Venom, and grabbed his damaged eyes. He began to walk around aimlessly. "You bastard alien! When I find you, I'm going to drag you to the deepest layer of Hell and serve you to the gluttons!"

"That's if you can find me," Ghost Rider turned around, still blinded, at the direction of the voice. He tried to grab whatever was talking, but found nothing. He then felt someone poking at his back and turned around, only to be slapped in the face with a hammer. He fell to the ground and struggled to get up, but Venom continued to hit him in the face with his hand hammer every time he tried to get back up. After it was all over, Ghost Rider had a broken jaw, collar bone, and six ribs.

"All right, Parker, it's your…?" Venom turned around to face his most hated enemy, only to see nothing. "Parker? Parker? That pussy must've run away, pissing himself in fear. Oh, well."

Venom looked over all the fallen warriors who came to stop him from blowing up their planet. He smirked at how pathetically they failed. He didn't know if many of them were unconscious or dead, but he thought it wouldn't be a good idea to let good meat go to waste. He looked over at She-Spawn, struggling to get up and trying to cover the huge wound on her side. He smiled to himself and began to walk over to her. "Better finish what I began."

Venom stood over her and planted his foot on her wound, causing her to groan in pain and planting an even bigger smile on his face. Before he could begin his feasting, Spawn wrapped his chains around Venom's arm; a weaker attack, considering the state that he was now in.

"No." Spawn painfully whispered, trying to help his teammate.

"Such heroic nonsense," Venom shot his eye lasers into Spawn's head, burning two small holes in his head and causing the chains to fall of Venom's arm. "Now, where was I?"

Before Venom could begin his perverted pleasures, he heard thunder behind him. He released his foot from She-Spawn's side and turned around to see a thunder storm forming in the sky. To anyone else, it would be shocking that a thunderstorm would be forming so fast. To Venom, it only brought a smile to his face, because it meant only one thing.

"Someone's finally bringing the thunder."


	22. Thunder God and SpiderMan X

**A/N: Fair Warning: Thor's dialogue is a pain in the ass to write, so I'm sorry if it doesn't end up that well.**

Out of the large storm cloud came Thor, God of Thunder. As the Thunder God floated down towards the ground, Venom could do nothing but continue to smile. After all this time, he would go down in history as the first creature to both become a God and defeat one in the span of one day. At least Venom believed himself to be a God.

Thor finally landed in front of Venom, the grim look still planted on his face.

"Oh, you made it. I'm so thrilled!" Venom cupped his hands together and raised his right leg backwards; posing like a fan-girl. Thor's only reply was to shoot a stream of lightening from his hammer; hitting Venom in the chest and sending him flying and screaming backwards until he crashed into an oil tanker, causing it to explode. But that wasn't enough to put Venom down, as he walked out of the explosion, trying to rub the pain away from his head.

"Whoa! Did I just have sex with She-Hulk?" Venom's train of thought was interrupted by Thor grabbing his neck and lifting him up high. "Okay, maybe not. But I can always try later."

"There shall be no later, monstrosity. Thou reign of carnage is at an end!" Thor tossed Venom into the air, sending the sick symbiote flying and screaming, again; this time into an abandoned building and leaving a huge hole in it.

Venom crawls out of the hole in the building, snarling and foaming like a mad dog. "Your arrogance blinds you, Thor! Now, I'll show you what a real Thunder God is like!"

Venom raised his arms in a Darth Sideous and shot a stream of lightening at the Thunder God, hitting him in the chest and knocking him down. Venom laughed at the sight of Thor himself trying to get up. Venom jumped down to the ground below and began to walk over to Thor, still laughing. "At last, this pathetic little rock that my people caught me trapped in will be no more. Every insect on this planet will be incinerated; along with those pussies who tried to protect them!"

Thor finally stood up. "Not if the Son of Odin hath anything to say about it!"

Thor charged up his hammer and slammed it to the ground, the floor cracking as the lightening went straight towards Venom, and shocking him greater then the mix of water and Storm's lightening bolts. Though Venom ended up on his knees, smoking and coughing up a black substance that many would call his blood; he was still laughing and stood up, shakily.

"You can't stop me, Thor," Venom snickered. "I've become more powerful than you, the Hulk, the Juggernaut, Apocalypse, Mephisto, your pussy of a father, Onslaught, Thanos, and Galactus combined!" Out of Venom's arms shot out two blades which he crossed over his grinning face, looking like an even more disturbing Baraka.

Thor twirled his hammer around his hand, ready for the upcoming battle. "Thou faith in thy new powers are misplaced, abomination!"

"I'm not the Abomination, you blonde faggot! He's dead!" Venom yelled before flying towards his new enemy and began to attack. Venom slashed at Thor like mad, but the God of Thunder blocked every attack and punched Venom across the jaw, once again sending the symbiote flying back into a nearby brick wall. Venom got back on his feet and jumped towards Thor, blades first with a battle cry.

**Inside the White House Bomb Shelter**

Spider-Man was helping Deadpool reattach his arm to his body; the last part of Deadpool's "surgery".

"Little to the left and…we're done," Deadpool said as his arm finally healed into place. "So what's the plan, Petey? Are we going to let Venom destroy the world while we hide down here and try to repopulate with your girl over there?" Deadpool nodded towards Black Cat while ignoring her glare.

"No, Deadpool, this' serious!" Spider-Man reminded his friend.

"I know. Who else is going to repopulate the Earth when all that's left is a bunch of overgrown roaches?" Deadpool replied. Spider-Man just smacked his head at his best friend's idiocy in the face of Armageddon.

"No, this is my plan," Black Cat and Deadpool came in closer to hear Spider-Man's plan. Spider-Man sighed, not knowing how to explain his plan to his friend and to his girlfriend. "Well…Venom got his powers from that Chemical X junk and you've seen what that's done to him."

Black Cat was beginning to get worried by the tone of Spider-Man's voice. "P-Peter, what're you saying?"

Spider-Man bowed his head before reaching behind his back and pulling out the syringe of Chemical X that he stole from Venom. "I-I think if I inject myself with some of this stuff, I'll be able to gain the same powers that he has. I just might be able to beat him."

For the first time all day, Deadpool was too stunned for words while Black Cat ran towards her boyfriend and grabbed the hand that was holding the syringe.

"Peter, are you crazy?!!" she screamed, tears forming in her eyes. "Think about this! You don't even know if you'll change!"

Spider-Man looked Black Cat dead in the eye and sighed. "Felicia, I have to try. You know as much as I do that if I don't stop him, he'll destroy this planet and everything he sees."

Tears were falling down Black Cat's face as she took in what Spider-Man was saying; and she hated the fact that he was right. Knowing that this might be the last time she sees her lover, she yanked off his mask and planted a deep kiss on his lips.

Deadpool coughed into his fist, abruptly ending the couple's romantic moment. "Guys, I'd hate to end you incredibly romantic, yet somewhat arousing, make-out session; but there's a 7 foot alien upstairs and we need to stop him before he makes every religious nutcase's Armageddon prophecy a reality."

The two lovers reluctantly parted. Spider-Man walked up to Deadpool and handed him the needle. "Deadpool, would you do me one, possibly last, favor?"

Deadpool took the needle from his friend's arm. "It would be my pleasure."

Deadpool stabbed at, what he believed to be, Spider-Man's neck. He discovered there was something wrong by the wince in Spider-Man's face.

"Deadpool… that's my crotch!" Spider-Man growled.

Deadpool looked down to see that the needle was planted in Spider-Man's privates. Deadpool could do nothing but smile sheepishly underneath his mask. "Oops, sorry about that, Pete."

Deadpool removed the needle from Spider-Man's groin; a very painful experience. Deadpool then corrected his mistake by stabbing Spider-Man in the neck and injecting him with the Chemical X.

Deadpool moved back as he saw Spider-Man grab his sides and fall to his knees in pain, moaning and groaning. The pain from the misdirected needle was nothing compared to what was happening to him now. Spider-Man could feel his bones growing from the inside at a rapid pace. His muscles were beginning to grow and become fuller. Spider-Man removed his arms from his sides as he felt something stabbing at him; he saw that two triangular spikes were sprouting from the sides of his lower arms.

Black Cat was about to go over to Spider-Man to comfort him, but stopped herself once his screams increased and a black-and-white symbiote-like substance began to sprout out of his back and spread throughout his body. He reeled his head back and let out a scream of anguish as the substance finally surrounded everything but his head and he began to glow.

"Holy crap, he's going to blow!!!" Deadpool tried to find a place to hide, but could find nothing. So he did the only thing he could: grab Black Cat and pull her into a shaky hug. Then it happened: Peter exploded in a bright light. The explosion sent the two other heroes in the bomb shelter flying back, crashing into the wall. Once they slid down the wall and landed on their backsides, they opened their eyes and they widened at what they saw.

"P-Peter?" Black Cat was shocked at what she saw once the smoke cleared: Spider-Man had completely transformed. As he stood up, his height had grown to 6'2 and his muscles were fuller and more developed. He was white and black, like Venom, but with a few exceptions: his chest symbol was a skull with spider-legs on its mouth and the sides of its head. The spider-legs on the sides of its head were connected into one and went through Spider-Man's arms. His mask was also different now, looking like a spider split in half and curving around the front. (**A/N: Basically Spider-Man's 2099 costume, only black and white. Like Thor's dialogue, this was a pain in the ass to describe)**.

Noticing the stunned looks on his teammate's face, Spider-Man pointed at Deadpool. "Deadpool, come here."

Despite Deadpool's initial shock, he decided to stand up and walk over to his friend to see if he was still human. As Deadpool got closer, he could've sworn that he felt some kind of atomic radiation surrounding Spider-Man's new body. Once he was in front of Marvel's new superman, Deadpool finally opened his mouth. "Y-Yeah?"

Spider-Man sent a straight-punch towards Deadpool's face, sending the big mouthed mercenary flying through a wall; which was built with reinforced steel. Black Cat's mouth gaped open at her boyfriend's new strength as Deadpool struggled to get out of the hole his body just created, his bones healing in the process.

"What the fuck was that for?!" Deadpool screamed as he got out of the hole, rubbing his head.

"You stabbed me in the crotch!"

"Oh, yeah," Deadpool remembered.

"Alright, I have to move out. God knows what Venom's doing right now," Spider-Man turned around to get back out and put an end to his greatest enemy.

"Peter…" Spider-Man turned around to face Black Cat, who was looking down at the floor. "Good luck."

"I don't need luck," Spider-Man smugly reassured her. "I'm good." As soon as he said this, Spider-Man jumped up in the air to fly out. Instead he ended up falling face first into the floor, cracking the concrete.

"What the fuck?" Spider-Man questioned as he got back up. He tried again by jumping up, and he ended up landing back on his feet. Spider-Man continued jumping up and down; grunting out curses and wondering just how the hell Venom got the hang of these new powers.

"Just get going!!!" Deadpool reeled back his foot and kicked Spider-Man in the rear, sending the hero flying and screaming out the door. Spider-Man floated around a bit before crashing into another wall and sliding down towards the floor.

Black Cat and Deadpool just face palmed themselves at the sight of Earth's last chance flying into a wall and sliding to the floor like a blind, drunken Silver Surfer.

"We're doomed," Deadpool lamented before looking at Black Cat one more time. "Hey, Felicia, if we are the last humans on Earth, would you still be open to the both of us fucking to repopulate the Earth?"

Black Cat sighed, grabbed one of Deadpool's pistols from his holster and shot the big mouthed mercenary in the head. That move did absolutely nothing as Deadpool stood tall with a bullet in his damaged brain.

"That's been done to me so many times that I've built up an immunity," Deadpool informed the frustrated woman.

"Then, I guess I know how to keep myself entertained."

**A/N: the battle between Venom and Thor was running too long, so it'll be in the next chapter.** **Stay tuned.**


	23. Round 7: God vs God Complex

Venom flew straight at Thor, his blades aimed directly at the Thunder God's chest. Thor, however, anticipated this move and grabbed one of Venom's bladed arms and tossed him into the air. Thor then once again charged up his hammer and zapped the monster with what felt like 900000 volts of electricity. The large stream of lightening kept Venom up in the air, screaming in agony. After about a minute of shocking the symbiote, Thor ended his attack and Venom fell to the floor, smoke coming out of his mouth and back.

Venom's eye shot open and he growled like a wild animal. He jumped up and ran towards the Thunder God. Once he was in range, Venom began slashing at Thor. Thor blocked every attack with his hammer and used it to slap Venom across the face, sending the monster flying and screaming into another building, causing it to crumble on top of him.

Venom pushed aside the rubble that was crushing him, groaning and rubbing his head as he stood up. As soon as he was up, he felt as if something was missing-his jaw. He felt around with his tongue and found out that his lower jaw was barely hanging by the edge of his upper jaw. After one poke with his tongue his lower jaw fell to the ground. He looked towards Thor, standing tall and ready for another battle, and growled at the Thunder God. Venom then spat towards him, the saliva then turned into a spike which shattered into little pieces as it hit Thor's chest.

Venom groaned in desperation; he knew he had to get that hammer away from Thor. Venom jumped into the air and tried to hit Thor in the arm with a fly kick, but as before, Thor grabbed his leg and threw him to the floor. Venom, still unable to give up, raised his upper body and slashed at Thor's arm with both of his arm blades, but they were shattered into little shards. Venom whimpered over his destroyed weapons before Thor grabbed his head and sent the monster screaming back to the garden of the White House. Venom rolled around a bit before finally settling next to Ghost Rider's body. Seeing the unconscious Spirit of Vengeance, Venom smiled as he got an idea.

Venom stood up, yanked Ghost Rider's chain away from his jacket, and spun it around his arm. "Come and get some, you blond-haired sissy," Venom muttered as Thor floated down near him. Before he could land, Venom shot Ghost Rider's chain towards Thor and to the shock of both the powerful beings, the chain wrapped around Thor's hammer. Venom smiled at his success and yanked the mystic hammer away from its master and to the floor, causing the God of Thunder to fall to the floor. Luckily for Thor, he landed on his feet causing a small pothole with his godly strength.

Venom laughed at Thor's predicament. "So, what's a Thunder God without his weapon?"

"The God of Thunder still!" Thor ran up to Venom; put his hands together to make a combined fist and sent a powerful uppercut to Venom's gut, knocking the wind out of him and causing him to double over in pain. Thor took advantage of this and gave the pale monster another uppercut, this time to his chin. The strike sent Venom flying backwards once again and he ended up skidding on the ground. Venom turned around and threw up a black substance on the green grass. After tossing his cookies, Venom contemplated what he could do. Once he saw the unconscious Mr. Fantastic, Venom smiled as he got an idea.

Venom turned around to see if Thor was near. He smiled again once he was proven right; he stood up with the same sick grin on his face. "Well, Thor, I guess this is the end for me."

"Indeed it is, demon," Thor raised his hammer back. "May though suffer an eternity in the darkest pit of the underworld!"

Thor threw his hammer at his enemy; just as Venom expected. "Sucker!" Just as the mystic hammer neared him, Venom grabbed Mr. Fantastic and used him as a human shield; Mr. Fantastic's elastic body was powerful enough to make Thor's hammer bounce off him and fly right back to his master, but this time as an attack.

Thor tried to grab his hammer before it struck him but it was too late; Thor's trademark weapon struck him in the head, shocking him and knocking him unconscious.

"Yes!" Venom raised his hands in the air in triumph. "I've done it; I've defeated every superhero on Earth!" Venom laughed, pointing at all the fallen heroes. "Pussies, sissies, faggots! You've all failed, miserably! You all thought you could beat me? I'm the most powerful thing in the universe, and your bleeding carcasses are proof! And because of your failure, your planet is going to pay."

Venom took out another syringe and stuck it in his neck. "Going to need some more of this for when I make my people bow down before me."

Venom tossed the syringe away after he was done and began to skip over to the ruined White House; all the while singing a disturbing rendition of "Tip-Toe to the Window".

Once he reached the huge pile of debris that was once the home of over 43 US presidents and began to push some of it aside until he finally found what he was looking for; the doomsday button. Even though the White House was destroyed, the button worked as a remote so that it could work without the house.

"The only thing I regret is that I couldn't disenegrate Parker atom-by-atom. Or slaughter him into a billion little pieces," Venom let out a sad sigh as he picked up the one button that could destroy the entire planet. "And that new girlfriend of his? Woo-boy! The things I would've done to her."

Before he could push the button and be on his merry-way to his home planet, Venom was shocked to see something fly out of the ground. "What?!"

Venom took a minute to take in the being that just flew out of the ground, possibly from the bunker: he was tall, white as snow, and had symbols on his head and chest that looked like a fusion of Spider-Man's, Spawn's, and the Punisher's costumes. He quickly discovered who his new enemy was.

"Parker. I should've known you'd taken one of my syringes. I have to say: it's done as much wonders for you as it has me," Spider-Man said nothing as he floated down in front of his arch-enemy. "Well, come on, Parker, let's have it. The usual 'great power, great responsibility' speech."

"HERE'S YOUR DAMN SPEECH!" Spider-Man punched Venom in the face but this was no ordinary punch; it caused Venom to drop the doomsday button and sent him flying backwards into another building, turning it into a pile of dust and debris. After seeing what he had just done, Spider-Man began to admire his fist. "Damn. I could get used to this."

**A/N: Sorry if the Thor/ Venom battle was too short but I'll try to make up for it with the Spider-Man/ Venom battle. Stay tuned.**


	24. Round 8: Spider vs Symbiote & a surprise

Venom crawled out of the destroyed building, his face imploded. Mumbling a few curses, he but his thumb in the small hole that was once his face and blew, his face popping back out like a balloon. Snarling at his hated enemy, Venom flew at Spider-Man, aiming a straight-punch towards his face. But to both of their surprise, Spider-Man blocked the punch.

"Damn," Spider-Man was surprised at his new reflexes; as was Venom, by the look of shock on his face. Spider-Man took advantage of this by head-butting his archenemy in the mouth, shattering his teeth into little shards.

Spider-Man couldn't keep a straight face at the sight of Venom looking like an albino, red-eyed, grandpa from Hell who lost his dentures. Growling, Venom regenerated his teeth and kneed Spider-Man in the groin, causing him to let go of the symbiote's arm, cover his dented crotch, and replacing his snickering with a groan of pain.

Now it was Venom's turned to take advantage of his enemy's vulnerability by grabbing Spider-Man's neck and lifting him up high above his head and formed his other hand into a hammer and smacked Spidey across the face, denting his face and quite possibly his skull.

Venom smiled once his archenemy's body went limp. "Finally, after so many years I've finally put you out of _my_ misery, you useless piece of shit! To think that I actually thought you were a good host."

Venom dropped Spider-Man on the floor like an old ragdoll and walked over to the doomsday button he had dropped earlier to pick it up. He laughed while looking at the button which symbolized his victory and reminisced over the battle he had with all the heroes. "That was too easy."

Before he could push the button, Venom felt something, or someone, tap him on the shoulder. Growling, he turned around to see, of all people, Spider-Man healed and staring the monstrous alien dead in the eye.

"You know, Deadpool's right, having a healing factor is fun," Spider-Man smiled beneath his new organic mask before punching the arm that was holding the button, snapping Venom's arm and causing him to drop the doomsday weapon.

Venom screamed as he felt his arm bend the wrong way. "You dirty motherfucker!" Venom slashed at Spider-Man with his claws but he ducked and sent a vicious uppercut to Venom's chin, sending him flying towards the air.

Before Venom could shake off the powerful attack in the air, Spider-Man flew up fists first and hit him in the gut, knocking the air right out of him. Spider-Man finished his assault by elbowing Venom in the back of his head and sent the murderer falling back to the ground and scraping the green grass.

Venom struggled to get back up. As much as he hated to admit it, Spider-Man's new powers were really helping the once puny hero kick his symbiotic ass.

Spider-Man landed a few feet away from Venom, staring angrily as the alien got up. "Tell me why you did it, Venom."

"Did what?" Venom spat out some dirt as he stood up and straightened out his limbs.

"Why did you kill them?" Spider-Man demanded.

"You mean kill the girls, my parole officer, my backstabbing creators, the prisons of Riker's Island, the Abomination, or the Bush administration?" Venom asked, pretending as if he didn't know what his enemy was talking about.

"You know who I'm talking about!"

Venom laughed. "Why? You never call, you never write. How else was I supposed to get your attention?"

"They had nothing to do with this, Venom; they were innocent children!" Spider-Man yelled, his anger increasing at the sight of Venom's disregard for life.

Venom laughed once again. "You actually cared for those little cunts? One of them was going to grow up to be a dyke, another was going to become a whore before she entered middle school, and another was probably going to be killed for her constant bitching! It's not as if they were going to go anywhere in life. Well, Parker, I don't have time to sit here and chat about some dead cunts so let's just finish this."

Venom shot his eye lasers at Spider-Man, who dodged the projectile and flew towards him. Spider-Man attempted to hit Venom with a right hook, but he anticipated this as he grabbed Spider-Man's head and tossed him across the other side of the yard.

"Your powers are good Parker…" Venom put his hands together and charged them with electricity. "But not good enough."

Venom fired off his electric shot at his hated enemy. Spider-Man stood on his knees and, in a desperate attempt, held up his forearm as a shield. And to both their surprise, Spider-Man actually absorbed the electricity. As Venom stood stunned with his mouth agape, Spider-Man flew towards his enemy and tackled him to the ground. He then began to pummel the symbiote's disgusting face, each strike harder then the last. Spider-Man refused to let Venom get away with all the destruction he caused.

After being punched enough times to give him a bruised right eye, Venom shot a laser-beam from his left eye directly into Spider-Man's face. Spider-Man stood up and screamed as he covered his smoking face.

"My eyes! I'm blind!" Spider-Man screamed as he blindly walked backwards.

Venom stood up as his face healed. He walked over to Spider-Man; his left hand forming into an axe. As Venom raised his hand to strike down on his enemy's face, Spider-Man uncovered his face to reveal that no damage was done.

"Gotcha!" Spider-Man exclaimed as he did a leg-split and began to rapidly punch Venom in the crotch.

Venom began to grimace before looking down at Spider-Man with an evil smile. "Why are you hitting me there, Parker? I've got nothing there."

Venom kneed Spider-Man in the chin, knocking him to the ground. He then added injury to insult by planting his foot on Spider-Man's arm, breaking it. Spider-Man grunted in pain, wondering how Venom could've broken his arm. He found out once he saw that the white and black of his arm was replaced with his classic red and blue; it seemed as if the Chemical X was fading away fast.

Venom snickered at his rival's plight. "You actually thought that stealing my powers was going to help you? You're even more pathetic then before."

Venom took out another syringe with the intent of injecting himself for the final blow. Spider-Man got an idea; using his good arm, he grabbed the hand that was holding the syringe and they began to wrestle of the Chemical X.

"Gimme!" Spider-Man grunted as he pulled the syringe near his neck.

"No, it's mine!" Protested Venom as he tried to wrestle back his drug. But it was futile as Spider-Man pushed the syringe, and the chemical, into his neck; his arm becoming white again and healing.

Spider-Man grabbed the back of Venom's head with his feet and threw him to the other side of the field. As Spider-Man stood up, he saw Venom doing the same while snarling. Venom then reached for another syringe and injected himself with more Chemical X. Spider-Man began to notice that the more Venom injected himself with Chemical X, it was more for an addiction then to replenish his powers; but that was beyond the point right now.

Venom let out a loud roar before flying into the air and aiming to hit Spider-Man head on. Spider-Man began to panic, thinking of what to do.

"Come on, come on! Projectiles, think projectiles!" Spider-Man muttered to himself as Venom was closing in on him. As a last-ditch effort, he put his hands together like in a video game he played during his free time. As soon as Venom was in reach, Spider-Man could only say one thing…

"HADOKEN!" Spider-Man yelled as he shot a blue ball of energy directly at Venom's face, sending him spiraling backwards a few feet away.

"What the fuck was that?" Venom asked as he rubbed his head.

"Street Fighter, motherfucker!" Spider-Man flipped Venom the bird.

Venom didn't take this gesture lightly as he shot back up and charged again. Spider-Man got another projectile ready; this time, a yellow disk.

"Sonic Boom!" Spider-Man shot the disks at Venom's chest, causing a small hole in his torso. This caused his syringes to fall out. Venom panicked and grabbed as many as he could, except two that broke on the floor below.

"You miserable piece of shit!" Venom grabbed one of the syringes in his hands and injected it into his neck; he put the rest of the syringes in his torso as it healed. "I've had it with you, Parker! Let's finish this!"

Venom popped a blade out of each of his arms; Spider-Man didn't like the looks of this.

"O-Oh yeah?" Spider-Man stammered. "Well, I can do that too."

Spider-Man struggled a bit as he concentrated and a blade did come out; except that it came out of his crotch. Venom laughed at the sight of a sword coming out his enemy's groin which was replaced with a scream of pain as soon as Spider-Man stabbed him in the mouth. Venom severed Spider-Man's blade with his own.

"Nah crap," Spider-Man sighed as he sidestepped a swipe from Venom's right blade and blocked his left with his forearm. He brought his elbow into Venom's solar plexus and then roundhouse punched him, making him stumble a few feet. Venom retaliated by stabbing Spider-Man in the gut, taking sadistic pleasure in watching the human he hated the most in this god-awful planet gasp.

But Spider-Man's new powers helped him a bit as he struggled. He got an idea as he punched into Venom's torso and grabbed onto one of Venom's many syringes and pulled it out. He then kicked Venom away and injected himself, his wound healing instantly. But as his wound healed, he felt as if he needed to catch his breath.

Venom wasn't done with his enemy just yet. Seeing Spider-Man's vulnerable form, Venom charged and stabbed his talons into Spider-Man's pectorals. Then, with his claws still imbedded in his enemy's chest, Venom flew into the air.

Spider-Man struggled against Venom's claws as the long time enemies went airborne. As a last-ditch effort, he head-butted Venom and then brought both his fists down on the monster's head causing him to fall to the ground and through the floor, creating a small hole.

Spider-Man floated in the air, gasping for breath. For some unknown reason, he was losing strength pretty quickly. Not being able to stay in the air anymore, Spider-Man fell to the ground and through the hole that Venom created; he landed on a cold, hard surface.

Once he opened his eyes, Spider-Man realized he was in the worst place possible: the bomb shelter. Spider-Man struggled to get up, knowing that if he didn't find Venom, the monster would kill his girlfriend along with Deadpool and the rest of the world.

Once he was finally up, Spider-Man heard a raspy breath behind him. He turned around to see Venom; slouched forward and looking considerably weaker. Venom and Spider-Man limped towards each other, their arms raised to punch one another. They hit each other in the face, their punches strong enough to cause both of them to fall to their knees and their heads fell against one another's.

Out of nowhere, two syringes fell out of Venom's stomach and the two longtime enemies picked one up. Looking each other in the eye, they stabbed one another in the neck, replenishing their strength. Whether it was out of respect for one another or because neither of them had enough strength to put the needles in their own necks, they didn't know or care. All they knew was that one of them had to go down.

Spider-Man jumped up and kicked Venom in the chin, causing the symbiote to roll over backwards. But Venom flipped himself onto his feet and repeatedly jabbed Spider-Man in the abs. Before Venom could strike again, Spider-Man grabbed his arm and twisted it behind his back.

Venom retaliated by jabbing Spider-Man's solar plexus and roundhouse kicking the black and white hero to the other side of the bomb shelter. The murderous symbiote then inhaled deeply and breathed fire to burn his enemy to death. Seeing this, Spider-Man shot up, inhaled, and blew ice; the two blasts struggling against each other.

While the blasts seemed evenly matched, something happened that ended the elemental tug-of-war; Spider-Man stopped his ice-breath and clutched his chest. He fell to the ground, squirming and gasping for breath.

"W-What's…happening… to me?" Spider-Man wondered as he felt his heart pounding like a freight train.

Venom laughed at his enemy's predicament. "You dumbass! You're a pathetic human. You have organs. Did you really think you would survive a dose of this chemical without consequences?"

Venom marched towards Spider-Man, his sadistic smile ever present on his face. "How ironic, Parker! I could've made you a god and I became one myself! And now, after ruining your first marriage, killing that prick Brock, and beating your spandex wearing friends, this god is going to kill you."

Venom's right hand transformed into an axe as he planted his foot on Spider-Man's neck. "Hold still, you little dick. I've waited too long for this moment.

As Venom raised his axe-hand high for the deadly blow, a trio of familiar voices spoke up behind him.

"Not so fast, Venom!"

Venom raised an eyebrow. "Wait a minute, I know those voices," he sniffed the air. "And I know that stench! I smell…sugar… I smell spice…and… oh, you've got to be shitting me!"

**A/N: Guess who's come to save Spidey's butt. If not, you'll have to wait until the next chapter.**


	25. Round 9: The Return

Venom was having the time of his life: he had killed most of the people he hated, destroyed a complete presidential administration, beaten some of the most powerful heroes on Earth, and was seconds away from slaughtering his most hated enemy and turning the Earth into an atomic wasteland.

That was until he saw something that really pissed him off; the Powerpuff Girls standing in front of him, alive and well.

"You 3?" Venom yelled, his foot still planted on the struggling Spider-Man. "But you're suppose to be dead!"

"Well, you can't keep a good thing down, creep," boasted Buttercup.

"How the fuck did you survive?" Venom demanded. "You little whores didn't even have a goddamn heartbeat."

"You only put us in temporary shock. As soon as you left, our hearts started beating again and Ms. Keane took us to the Professor to fix us up," Blossom explained.

"That cunt," Venom sighed and face-palmed. "This is the 'Death of Superman' all over again; you lead the readers into thinking the hero they grew up with is dead only to have them pop back up miraculously. Fucking stupid."

The girls were bewildered by Venom breaking the fourth wall while talking to himself only to have their attention drawn to the struggling Spider-Man, who was reaching his hand out to them.

"Girls…run…" gasped Spider-Man, not wanting to see the girls killed for real.

Venom snarled at his enemy and kicked him in the chin. "Shut up, Parker! This has nothing to do with you."

Venom removed his foot from Spider-Man's body and kicked his suffering enemy, causing him to flip onto his stomach. Venom then turned his attention to the 3 girls standing in front of him, his face twisted into a sadistic grin.

"I underestimated you girls," Venom's grin turned into an angry snarl as he formed a black fireball in his hand. "A mistake I don't intend to repeat."

Venom threw the fireball at the girls but they flew into the air before it exploded on the ground they were once standing on. The girls circled around Venom, trying to draw him into battle.

Venom roared like a mad animal and flew towards the closest girl, Bubbles. Before he could strike, Bubbles used he sonic scream on the alien. The attack caused Venom to cover his ears in pain as he stopped in his tracks. Blossom took advantage of Venom's vulnerability by flying into his abdomen, sending him spiraling to the floor.

Venom wasn't down for long. As soon as he hit the floor, Venom's head shot up and shot his lasers at the three girls which they dodged. Venom then flew towards the super powered triplets and began slashing at the girls, but they were too fast for his claws.

The girls began to assault all over his body; sending punches and kicks to his jaw, knees, sides, eyes, and gut. They then finished their assault by firing their lasers which burnt his entire body and caused him to fall back to the floor screaming and landing on his back, his body smoking and twitching.

"Is he dead?" Bubbles asked as she and her sisters floated down next to Venom's unconscious body.

Buttercup responded by kicking Venom in the head. "Does that answer your question?"

Venom's eyes shot open and he rose up like a pissed off Frankenstein in front of the stunned girls. He then extended his arms to grab Buttercup and Bubbles then shot a third arm out of his chest to grab Blossom and brought them up to his face.

"You thought that could stop me?!" screamed Venom before he slammed the girls to the ground and, since they were so small, was able to plant his foot on all their bodies. "I ripped the heart out of a titan; I've brought down the Fantastic Four and the fucking Hulk; I've taken down the X-Men, and the Avengers one by one along with that pussy Daredevil, that whore Elektra, and that psycho Punisher; I made Ghost Rider scream in pain; I took down the God of fucking Thunder and you think you little girls could beat me?"

Once he ended his tirade, Venom noticed that his right arm was turning black again. He reached into his stomach and took out what was probably his last syringe of Chemical X. "Just one more hit and I'll be the most powerful being in the universe; and then I'm going to kill you 3. But this time, I'm going to cut off your heads and suck out every ounce of blood. Just in case. Then, I'm going to blow everyone on this dirtball into smithereens. Take that little agony with you while you're burning in Hell, girls."

Spider-Man raised his head to see Venom about to stick his last needle into his neck. Spider-Man knew that if Venom got the chemical into his system, it would be the end for everything. And not only that but his first target would be 3 little girls. He had to stop this at any cost. Despite the pain he was going through, Spider-Man stood up and put his hands together up in the air. He'd hate to mimic the Hulk, but…

"Spider SMASH!" yelled Spider-Man as he brought his combined fists to the steel floor, sending a long crack towards Venom's feet.

Venom's right foot slipped into the crack and he lost his grip on the syringe. He gasped as the syringe flew out of his hand and began to fall to the floor.

"NOOOOOO!" Venom jumped towards the falling syringe but was tackled from behind by Spider-Man. Venom helplessly outstretched his hand towards his falling drug as it landed on the floor and broke, sending glass and Chemical X all over the floor.

"No! What have you done?!" Venom pushed Spider-Man off himself and ran towards the puddle of Chemical X and kneeled in front of it. He began to babble nonsense and blubber like a baby as he desperately rubbed the Chemical X over his face, but it had no effect. Venom put his face in his hands as he cried over his lost powers and reverted to his old black form with the overlong tongue.

Spider-Man and the Powerpuff Girls stood up behind the distraught Venom.

"It's over, Venom," declared Spider-Man.

Venom quit his sobbing to look at his four hated enemies. He snarled and stood up, the hate ever evident in his white eyes. "No, Parker! I may not be able to kill you right now, but I can still turn your home world into a giant roach motel."

Venom jumped up towards the hole he created a while earlier.

Spider-Man tried to chase after him but was too weak. "Girls, help me up there."

The Powerpuffs grabbed Spider-Man's arms and lifted him up through the same hole that Venom went through. Once they reached the surface, they were too late; Venom had the doomsday button in his hand.

"Venom don't!" Spider-Man pleaded but Venom salivated and laughed as he pushed the red button… and nothing happened. Venom, Spider-Man, and the Powerpuff Girls stood in the destroyed White House wondering just what the hell was going on.

"What the fuck?" Venom pushed the button again repeatedly but there were no missiles, no explosions, and no destruction. "Why…won't…this button…work?!"

Behind him, the once fallen heroes were beginning to regain consciousness.

"What's…going on?" Iron Man wondered out loud.

Captain America spat out a tooth as he looked at his teammate. "You really think we're going to trust a button that can destroy the world to a moron like Bush?"

"Then who has the real button?" Iron Man asked.

"That doesn't matter, let's just kick some ass," Captain America stood up tall.

Back at the wreck that was once the White House, Venom continued to push the button and got no results. Finally fed up with no results, Venom tossed the button to the floor.

"How can things get any worse?" Venom heard a cough and turned around to see all the heroes he had beaten standing tall and staring him down. He turned back around to see the Powerpuffs, Spider-Man, and Deadpool and Black Cat coming out of the bomb shelter. "Ah crap."

Seeing that he was surrounded, Venom did the only thing he could do; roll his eyes, sigh, and sit down on the floor. "Let's get it over with."

The heroes charged at Venom and gave him everything they got; flames, bullets, swords, repulsor blasts, powerful punches and kicks, ice blasts, optic blasts, lightning, hammer strikes, claw slashes, mystical blasts, and billy club strikes.

In the end of it all, Venom was left on the floor twitching violently; and oddly enough, smiling and snickering for some reason.

**A/N: Stay tuned for the epilogues.**


	26. Epilouge Part 1

After an hour, SHIELD had come down to Washington to help the heroes and arrest Venom. Luckily for the heroes, they hadn't sustained any serious damage. For people like Spawn, She-Spawn, and Ghost Rider, their demonic powers prevented them from getting killed. The Hulk and the Punisher had also escaped before SHIELD had gotten there, costing them two of their biggest fugitives while Thor had returned to Asgard.

In the wreck that was once the White House, Iron Man was looking over Spider-Man with his scanner.

"Looks like you'll be fine, Spider-Man," said Iron Man.

"What happened?" Spider-Man asked.

"It seems that your powers didn't mix well with the Chemical X and it began to weaken your heart," Iron Man patted the younger hero's shoulder. "You'll be back to normal in about an hour."

Two SHIELD agents got behind Venom and lifted up the heavy symbiote and handcuffed him. As they carried Venom he began to chuckle and this didn't sit well with the heroes, who were now staring at him as he was being carried away.

"What's so funny, Venom?" Spider-Man demanded.

The Shield agents stopped for a minute so Venom could have a word with his enemies. "Don't get tough with me, you spandex-wearing little cunt!"

Spider-Man was at a loss for words.

"And don't all you think this is over," Venom told all the other heroes in the area. "You all know that you fuckers got lucky."

"What are you talking about?" Captain America questioned.

"You cock suckers know that if the Spider over there hadn't knocked away my last syringe, your planet would've been turned into a giant roach motel. Or if those girls hadn't come in, Spider-Man would've had his head cut off and then I'd blow up this planet. The possibilities are endless but in the end they'd have the same result; you'd all be dead and your planet's population would've dropped to zero. So, fuck you all! I'll be back."

Venom began to lash his tongue around like a wild animal at all the heroes as he was walked over to the SHIELD Helicarrier. As the Helicarrier flew back into the sky- even if they didn't want to admit it- the heroes knew that Venom's words were right.

An awkward silence overcame the heroes before Iron Man decided to speak up. "Wow, a bunch of national symbols destroyed."

Captain America just patted his armored teammate's back. "America's more than just a big house and a bunch of fancy statues, Iron Man."

"You're right, Cap," Iron Man turned around to look at all the other heroes. "Avengers, Fantastic Four, X-Men, and everyone else who participated in this battle; let's assemble back at Stark Tower and celebrate with free drinks!"

All the heroes began to cheer as they began to walk back to the jet. But before Iron Man could take one step, he was stopped by Captain America's hand on his shoulder.

"Tony, aren't you a recovering alcoholic?" Captain America asked rhetorically

Iron Man pushed his friend's hand aside. "I just survived being attacked by a psychotic alien with a god complex and saved the Earth from a possible nuclear holocaust. So fuck you and fuck sobriety, I need a fucking drink!"

As Iron Man began to walk towards the jet, Captain America just shrugged his shoulders. "Can't argue with that. I haven't needed a drink so badly since the end of the war."

Captain America turned around to look at Spider-Man, Ghost Rider, Deadpool, Black Cat, and the Powerpuff Girls. "You guys coming?"

"Nah," Spider-Man politely declined. "I owe someone special thanks for saving my life."

"I'm staying with Spider-Man," said Black Cat.

"I have better things to do then watch Iron Man and his pathetic friends make drunken fools of themselves," grumbled Ghost Rider.

"Let's see, watch Iron Man go into an alcoholic relapse and laugh as he makes an ass of himself and probably cause physical damage to others or hang out with my friend, his hot girlfriend, a murderous demon, and three super powered kindergarteners?" Deadpool thought out loud and stroked his chin. "I think I'll go with the latter because it's simpler."

Captain America nodded and walked into the jet. As soon as all the heroes were inside, the jet took off towards New York.

As soon as the jet was gone, Spider-Man kneeled in front of the Powerpuff's and wrapped his arms around them in a friendly hug. "You girls saved my life today. I owe you one."

"It's okay, Mr. Spider-Man" Blossom assured.

"Anything to help out a fellow hero," Bubbles said.

"Besides, we had to remind that creep from outer space not to mess with us," Buttercup boasted.

"Well, either way, I need to pay you girls back for saving my butt back there," Spider-Man let go of the girls and stood up. "I'm taking you girls out for ice cream."

The girls cheered at their promised reward.

"You're paying right?" Deadpool asked his friend.

Spider-Man sighed. "Yes, Deadpool, I'm paying. Let's go."

Ghost Rider summoned his hell cycle and hopped on. "I'll meet you at the nearest ice cream parlor."

Buttercup floated over to Ghost Rider's demonic ride, intrigued by its design and the flaming wheels. "Wow. Is that real fire?"

"From the very fires of Hell."

"What's Hell?" Buttercup asked, ignorant to the concept of demons.

"That's nothing you have to concern yourself with," Ghost Rider declared.

"Can I ride on it?" Buttercup asked.

"Can you handle it?"

"Who do you think you're talking to?" Buttercup boasted as she sat down on the back of Ghost Rider's bike.

"Your funeral," Ghost Rider revved up his bike and sped down the street, leaving his trademark scorched tire marks and causing Buttercup to fly off the back and grab onto the back seat of the hell cycle, unable to handle the speed. "If you fall, it's your problem not mine."


	27. Epilouge Part 2: The End?

**Back in the Streets of New York**

After hours and hours of trying to put himself together, Carnage had finally reformed himself. He looked the same as when he was bonded to Cletus Kassidy. The only difference was that he wasn't bonded to the murderer anymore. Stretching his back a little bit, he looked at his surroundings, trying to remember just what was going on.

"Cletus? Venom?" Carnage called for his host and his father, the last two people he saw. He received no answer.

Carnage smiled as he came to one realization; he was free. "I don't believe it. I'm free, I'm finally free!"

Carnage raised his arms happily in the air. "I'm freeeeeeeeeee!"

Carnage laughed like a happy little child as he jumped in the air and swung on his red tendrils. "I'm free! I can finally do whatever _I_ want to do. I don't have to be that psycho's weapon. I'm free. I'm free! I'm freeeeeeeeeeeeeeeeeeeee!"

Carnage swung away into the night, wondering what to do with his new found freedom.

**Stark Tower**

Spider-Man, Ghost Rider, Deadpool, Black Cat, and the Powerpuff Girls had returned to Stark Tower to find all the heroes that had just saved the world, passed out all over the room, drunk out of their minds. Many of them were passed out on the floor.

"What happened?" Bubbles asked; naïve to the effects of alcohol on the human body.

"They're drunk," Ghost Rider answered.

"What's that?" asked Blossom.

"You'll find out when you're older," Spider-Man inquired.

"But let's just say that in the morning they'll have really bad headaches," Deadpool added.

"What're you guys going to do now?" Spider-Man asked the heroes that were still awake.

Deadpool stretched his arms, yawned, and began to walk towards his room. "I'm going to sleep. This crossover was a bigger pain in the ass than DC's Crisis bullshit."

"I'm going to watch TV," Ghost Rider answered and walked over to the sofa where Cyclops, Emma Frost, and She-Hulk were passed out on. He pushed the two drunken X-Men off the couch and fell backwards onto the sofa. His weight and the speed of his fall caused She-Hulk's upper body to stumble forward and her face landed on Ghost Rider's groin. The Spirit of Vengeance just shrugged his shoulders and turned on the TV; he knew She-Hulk would be yelling at him in the morning.

Black Cat and Spider-Man walked down the halls towards the living quarters with the Powerpuff's floating behind them.

"You girls can spend the night in one of the guest rooms," Spider-Man hands the girls his cell phone. "Here, call your dad and tell him that you'll be spending the night."

"Thank you, Spider-Man," The Powerpuff's said in unison and zipped into their room to call the Professor and get some sleep.

Once they were alone, Black Cat hugged her boyfriend. "You're going to be a great father someday."

"Felecia, don't get any ideas," Spider-Man joked as they entered his room. "So what now?"

"I'm thinking of taking everyone else's advice and getting some sleep," Black Cat ended her sentence with a seductive smile.

Spider-Man yawned in response. "I know what you mean. I could…oh, now I get the sexual advance."

Black Cat giggled. "You really have been spending too much time with Deadpool. Come on, let's get going."

"I'll meet up with you in a minute. I've got something to do."

"All right, but hurry up," Black Cat walked over to the bed, stripping off her costume and leaving every piece of it on the floor.

Spider-Man watched his girlfriend getting him in the mood but decided to get to his desk. He knew that the organic costume he was wearing was going to disappear soon and he wanted to keep the design in the future. So like the first time he designed his costume years ago, he began to draw a copy of the suit he was wearing, complete with the Spawn-like eye design and the spider skull chest symbol. But deciding that white and black was too bland, he decided to color the main body blue and the symbols red. He also wondered if a web cape would look good.

"Peter, you coming?" Black Cat called out to him.

"Coming," Spider-Man walked over to his bed, leaving his new costume design behind on his desk. It could wait for another day.

**Elsewhere**

Venom laughed as he watched the Rowdyruff Boys dance in the dresses he made them wear. Luckily for him, the Townsville news station had gotten the tape he made.

"And so, today the monster known as Venom will live down in infamy as the creature who nearly killed 3 super powered little girls, killing a famed director, two comic book superstars, everyone at Riker's Island, our own President, and nearly causing a nuclear holocaust.

"Eat your heart out, Dr. Doom," Venom snickered but was interrupted by two guards coming into his cell.

"Venom, your sentence is about to be given," the female guard informed.

Venom just sighed, sat up, and held out his arms for them to cuff him. After putting the cuffs on him, Venom was carried over to a room where Nick Fury was surrounded by guards holding guns that let out supersonic waves.

"Fury…aren't you suppose to be black?" Venom laughed, knowing that only he was going to understand the joke.

"Shut it, Venom," Fury demanded. "I'm going to get straight to the point; your sentence is about to be carried out."

"No trial?" Venom asked, the sarcasm oozing out of his voice.

"No, you're to be frozen immediately," the director of SHIELD pointed to a room and Venom was carried over to it. And to everyone's shock, Venom was actually humming "Time of the Season" on his way. Nick Fury didn't like the looks of this, but he thought that the freezing would keep him away for a while.

Once Venom was inside the room, the handcuffs were removed and the door was closed. After a few moments, Venom saw the icy gas coming out of the vents; it was the end. But not for long, unknown to everyone else, he had one more trick up his sleeve.

Venom reached into his stomach and pulled out one last syringe of Chemical X. Venom played out the loss of his Chemical X and the heroes actually fell for it.

Venom knew that if he were to use his vial it would take months, maybe even years for the chemical to go through his system thanks to the freezing but he knew it would be worth it as he stabbed the needle into the neck and pushed the chemical into his body.

Venom closed his eyes as he was slowly frozen and had the chemical going through his body. Then his eyes shot open and they were once again the sinister red as before.

Venom smiled sinisterly as he looked at you. And I mean you, the person who's been reading this fan fiction. He then put his index finger against his mouth.

"Shhhhhh," he whispered to "you" as he was frozen.

"Oh no, I have a bad feeling about this," said the Narrator. "But... the heroes succeeded once, they'll do it again. Won't they?"

The 3 heart background came up as the ending came up. "But luckily for us, the day is saved! Thanks to the Powerpuff Girls…" the Powerpuff Girls appeared in front of their background.

"…And the Marvel Universe!" all the Marvel heroes appeared behind the girls.

"Strike a pose!" Deadpool ended the story once again by breaking the fourth wall and all the heroes struck an ending pose.

**The End…For Now.**

"Play the ending music!" Deadpool ordered.

_I must have dreamed a thousand dreams  
Been haunted by a million screams  
But I can hear the marching feet  
They're moving into the street_

Now, did you read the news today?  
They say the danger has gone away  
But I can see the fire's still alight  
They're burning into the night

There's too many men, too many people  
Making too many problems  
And there's not much love to go around  
Can't you see this is a land of confusion?

This is the world we live in  
And these are the hands we're given  
Use them and let's start trying  
To make it a place worth living in

Oh, superman, where are you now?  
When everything's gone wrong somehow?  
The men of steel, these men of power  
Are losing control by the hour

This is the time, this is the place  
So we look for the future  
But there's not much love to go around  
Tell me why this is a land of confusion

This is the world we live in  
And these are the hands we're given  
Use them and let's start trying  
To make it a place worth living in

I remember long ago  
When the sun was shining  
And all the stars were bright all through the night  
In the wake of this madness, as I held you tight  
So long ago

I won't be coming home tonight  
My generation will put it right  
We're not just making promises  
That we know we'll never keep

There's too many men, too many people  
Making too many problems  
And there's not much love to go round  
Can't you see this is a land of confusion?

Now, this is the world we live in  
And these are the hands we're given  
Use them and let's start trying  
To make it a place worth fighting for

This is the world we live in  
And these are the names we're given  
Stand up and let's start showing  
Just where our lives are going to

**Song: Land of Confusion by Disturbed.**


End file.
